Terms of Sale Template (UK)
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Comprehensive Terms of Sale must address both consumer and business sales:

For Consumer Sales (B2C):

• 14-day cancellation right - Mandatory under Consumer Contracts Regulations 2013, with clear exercise instructions and refund timelines
• Consumer Rights Act 2015 - Goods must be as described, fit for purpose, satisfactory quality; 30-day rejection right for faulty goods
• Pre-contract information - Full disclosure of delivery costs, VAT-inclusive pricing, trader identification before purchase
• Refund guarantees - 14-day refund for cancellation, refunds for faulty goods, no exclusion of statutory rights

For Business Sales (B2B):

• Contract formation - How orders become binding contracts (acceptance of purchase orders, quotation validity, minimum order quantities)
• Product specifications - Descriptions, specifications, samples as approximations only, right to make design changes
• Pricing and payment - Price validity periods, currency, payment terms (Net 30, advance payment, deposits), price variation clauses
• Delivery terms - Delivery dates as estimates (not guarantees), delivery locations, carrier selection, delivery charges, Incoterms (FOB, CIF, DDP, etc.)
• Risk and title transfer - When risk of loss passes to buyer (delivery, collection, or agreed point) and when ownership transfers (typically on full payment)
• Retention of title (Romalpa) - Goods remain seller's property until paid, right to reclaim unpaid goods, buyer's obligations before payment
• Inspection and acceptance - Buyer's obligation to inspect on delivery, time limits for rejection (7 days typical), deemed acceptance after deadline
• Product warranties - Specific warranty period (12 months standard), what's covered (defects in materials/workmanship), warranty claim procedures
• Warranty exclusions - Excluded circumstances (misuse, normal wear, modifications, failure to follow instructions, environmental damage)
• Warranty remedies - Limited to repair, replacement, or refund (seller's choice), no consequential damages, no loss of profit claims
• Implied warranty disclaimers - Excluding implied warranties of satisfactory quality and fitness for purpose (where legally permitted for B2B)
• Returns and cancellations - No returns except for defects, no cancellations after production commenced, restocking fees, return conditions
• Liability limitations - Cap on liability (100-200% of product price), exclusion of consequential damages, exclusion of loss of profits
• Force majeure - Excusing performance during unforeseeable events (raw material shortages, transport disruptions, supplier failures)
• Intellectual property - Ownership of designs, drawings, and IP, license terms if applicable, infringement indemnification
• Confidentiality - Protection of technical specifications, pricing, and commercial information
• Export compliance - Buyer's responsibility for export licenses, compliance with trade restrictions, ITAR/export control provisions
• Termination rights - Suspension/cancellation for non-payment, breach, or insolvency
• Governing law and jurisdiction - English law and courts (or specified jurisdiction)

Our terms include all essential provisions for comprehensive product sales protection.

Legal and Financial Risks:

For Consumer Sales:

• Extended cancellation rights: Without proper pre-contract information, consumer cancellation rights extend from 14 days to 12 MONTHS + 14 days - customers can return goods over a year after purchase.
• Unenforceable terms: Attempting to exclude Consumer Rights Act protections makes entire terms unenforceable - leaving you with NO contract protections at all.
• Trading Standards action: Non-compliant consumer terms trigger enforcement action, fines up to £5,000 per breach, and potential prosecution.
• Mandatory refunds: Without proper terms, customers exercise cancellation rights you didn't properly explain, demanding refunds for used goods.

For Business Sales:

• Unlimited warranty liability: Without written warranty limitations (12 months is standard), implied warranties may last indefinitely - exposing you to product defect claims years after sale worth millions in consequential damages.
• Lost retention of title: Without Romalpa clauses, ownership transfers on delivery - making goods unrecoverable from non-paying customers who resell them to third parties before payment.
• Consequential damages exposure: Without exclusions, minor product defects trigger catastrophic liability - £10,000 product failure causes £500,000 production line shutdown claim against you.
• Delivery risk confusion: Without risk transfer provisions, disputes over who bears loss from transport damage, wrong address delivery, or stolen shipments cost thousands per incident.
• Returns chaos: Without return restrictions, customers return products months later for full refunds claiming they're "not suitable" after they've extracted value.
• Payment disputes: Ambiguous payment terms mean customers pay whenever convenient - 30 day terms become 90 day reality without written enforcement rights.
• Specification disputes: Without "specifications approximate" clauses, minor product variations trigger breach of contract claims and price reduction demands.
• No force majeure protection: Raw material shortages or supplier failures breach your delivery obligations - triggering damages claims for delays you cannot control.
• Acceptance delays: Without inspection deadlines, customers "test" products for months then reject them claiming defects - leaving you with used, unsellable inventory.
• IP exposure: Without IP ownership clauses, customers claim ownership of your designs, drawings, and product innovations - losing competitive advantages.
• Export liability: Without export compliance provisions, you're liable when customers illegally export products to sanctioned countries or violate trade restrictions.
• Modification liability: Customers modify products causing failures, then claim warranty coverage - without modification exclusions, you pay for their mistakes.
• Lost limitation rights: Without liability caps (100-200% of product price), one defective product batch bankrupts your business through unlimited damages claims.
• Battle of the forms: Without clear precedence of terms, customers impose their terms via purchase orders - typically unlimited liability, extensive warranties, and one-sided provisions heavily favoring buyers.

Common Product Sales Problems:

Operating without written terms creates: customers refusing payment claiming products are "unsatisfactory" without specific defects; inability to reclaim products from non-paying customers; unlimited liability for consequential damages from minor defects; customers returning products after 6 months of use demanding full refunds; disputes over delivery damage responsibility; and having to honor unreasonable customer purchase order terms. Written terms prevent these expensive disasters.

£10 terms of sale prevent £100,000+ in warranty claims, lost goods, and damages liability.

Comprehensive Consumer & Business Sales Protection:

• ✓ Contract formation and order acceptance procedures
• ✓ Product specifications and description provisions
• ✓ Pricing and payment terms: - Price validity periods - Payment terms (Net 30, advance payment, deposits) - Late payment interest (8% + BoE base rate) - Currency and VAT treatment
• ✓ Delivery provisions: - Delivery dates as estimates (not guarantees) - Delivery locations and methods - Carrier selection and charges - Incoterms integration (FOB, CIF, DDP, etc.) - Partial deliveries permitted
• ✓ Risk and title transfer rules: - Risk passes on delivery/collection - Title retention until full payment - Insurance obligations during transit
• ✓ Retention of title (Romalpa) provisions: - Ownership retention until paid - Right to reclaim unpaid goods - Identification and separation requirements - Proceeds of sale claims - Entry rights to recover goods
• ✓ Inspection and acceptance procedures: - Buyer inspection obligations on delivery - 7-day rejection period for defects - Deemed acceptance after deadline - Return authorization procedures
• ✓ Product warranties and limitations: - 12-month warranty period (configurable) - Defects in materials and workmanship coverage - Warranty claim notification procedures - Remedies limited to repair/replacement/refund (seller's choice)
• ✓ Warranty exclusions: - Misuse, abuse, or neglect - Normal wear and tear - Unauthorized modifications - Failure to follow instructions - Environmental damage - Consumable items
• ✓ Implied warranty disclaimers (B2B permitted)
• ✓ Returns and cancellation restrictions: - No returns except warranty defects - No cancellations after production - Restocking fees (25% standard) - Return condition requirements
• ✓ Comprehensive liability limitations: - Cap at 100-200% of product price - Consequential damages exclusion - Loss of profits exclusion - Indirect damages exclusion - Business interruption exclusion
• ✓ Force majeure provisions for supply disruptions
• ✓ Intellectual property ownership and licensing
• ✓ Confidentiality of specifications and pricing
• ✓ Export compliance and trade restriction provisions
• ✓ Termination rights for non-payment and breach
• ✓ Battle of the forms provisions (your terms prevail)
• ✓ Governing law (English law) and jurisdiction
• ✓ Entire agreement and amendment procedures
• ✓ Severability ensuring enforceability

Professional, legally-compliant, and ready to protect your product sales immediately.

Don't Make These Critical Errors:

• No retention of title (Romalpa): Without Romalpa clauses, ownership passes on delivery - making goods unrecoverable from non-paying customers who resell them before payment. 40% of unpaid goods are recovered through Romalpa rights.
• Unlimited warranty periods: Without time limits (12 months is standard), implied warranties last indefinitely - exposing you to claims 5+ years after sale when proving defects vs. wear is impossible.
• No consequential damages exclusion: Without excluding consequential damages, £10,000 product defect triggers £500,000 liability for customer's lost production, contracts, and profits.
• Delivery dates as guarantees: Treating delivery dates as binding commitments instead of estimates makes every supply chain delay a breach of contract triggering damages claims.
• Unclear risk transfer: Not specifying when risk passes (delivery vs. collection) creates disputes over transport damage - you pay twice when carrier damages goods in transit.
• No inspection deadline: Without 7-day inspection requirements, customers "test" products for months then reject them as defective - leaving you with used, unsellable inventory.
• Accepting customer purchase order terms: Letting customer terms prevail in "battle of the forms" imposes unlimited warranties, liability, and indemnification heavily favoring buyers.
• No liability cap: Without caps (100-200% of product price), one defective batch bankrupts your business - unlimited exposure is existential risk for product sellers.
• Liberal return policy: Accepting returns without restocking fees or strict conditions turns you into free product rental service - customers use products then return them.
• No modification exclusions: Without excluding warranty for modifications, customers alter products causing failures then claim warranty coverage for their mistakes.
• Vague specifications: Without "specifications are approximate" language, minor variations (shade differences, dimensional tolerances) trigger breach claims and price reduction demands.
• Missing force majeure: Without excusing performance during supply chain disruptions, raw material shortages breach your delivery obligations with damages liability.
• No IP ownership provisions: Without IP clauses, customers claim ownership of your designs and drawings used in custom products - losing proprietary innovations.
• Weak payment terms: Ambiguous payment terms without late payment interest let customers delay payment 90+ days with no consequences - destroying working capital.
• No export compliance terms: Without export restrictions, you're liable when customers illegally export products to sanctioned countries violating trade laws.
• Implied warranty failures: For B2B sales, not explicitly disclaiming implied warranties of satisfactory quality and fitness for purpose leaves extensive warranties in place by law.

Our terms eliminate these costly errors with legally-sound, comprehensive product sales protections.