Introduction to this document

terms and conditions of sale

Stay ahead in your business dealings by using this model of standard terms and conditions for supplying goods to your business customers.

Late payment charges

In addition to charging interest on monies due on an unpaid invoice these conditions reserve the right to charge a late payment fee (if you feel it is commercially prudent).

Cancellation payments

Where a business customer has cancelled an order, you may if you wish, charge a cancellation payment (which must be a reasonable sum for liquidated damages, i.e. a reasonable estimate of your loss).


When the sale orders are exceptionally valuable (£100,000+) the court will expect the cancellation payments to be reduced to about five per cent of the net value of the order.

Acceptance of faults

The buyer will be deemed to have accepted delivery of the goods unless they have been rejected by letter no later than one week after delivery.

Be careful

If your business customer returns your form with a copy of their standard terms attached, this may have the effect of overriding your terms. Send back another copy of your terms preferably before you part with your goods or at the same time. Whichever form was sent last (either way) should be the form which governs the transaction.


Ideally you shouldn’t part with your goods unless you’re sure your terms and conditions apply. Recently the courts have started to take the view that where it’s not clear exactly what’s happened, neither party’s terms will apply to the contract. The effect of this happening to you is that important terms such as your exclusion clause will not apply to the transaction and you may be left exposed if anything subsequently goes wrong.