Terms and Conditions of Sale

1. Definitions

In these Terms and Conditions:

“Seller” means [Your Company Name].

“Buyer” means the party placing the order.

“Goods” means the products supplied by the Seller.

2. Application

These terms apply to all contracts for the sale of Goods by the Seller to the Buyer and shall prevail over any other terms put forward by the Buyer unless expressly agreed in writing by the Seller.

3. Price and Payment

3.1 Prices are exclusive of VAT and delivery charges unless otherwise stated.

3.2 Payment is due [e.g. within 30 days of invoice date], unless otherwise agreed in writing.

3.3 The Seller reserves the right to charge interest on overdue sums at 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Delivery

4.1 Any dates quoted for delivery are approximate only.

4.2 Risk in the Goods shall pass to the Buyer upon delivery.

5. Retention of Title

5.1 Title to the Goods shall remain with the Seller and shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:

(a) the Goods; and

(b) all other sums due from the Buyer to the Seller.

5.2 Until title passes to the Buyer, the Buyer shall:

(a) hold the Goods as the Seller’s fiduciary agent and bailee;

(b) store the Goods separately from other goods and mark them clearly as the Seller’s property;

(c) maintain the Goods in satisfactory condition and insure them against all usual risks.

5.3 The Buyer may resell or use the Goods in the ordinary course of its business, provided that it accounts to the Seller for the proceeds and holds such proceeds on trust for the Seller.

5.4 If the Buyer fails to pay any amount due or becomes insolvent, the Seller may:

(a) require the Buyer to deliver up the Goods;

(b) enter the Buyer’s premises or any third party premises where the Goods are stored to recover them.

6. Limitation of Liability

6.1 Nothing in these terms limits liability for death or personal injury caused by negligence.

6.2 The Seller shall not be liable for indirect or consequential loss.

6.3 The Seller’s total liability shall not exceed the price of the Goods.

7. Force Majeure

The Seller shall not be liable for delay or failure to perform due to events beyond its reasonable control.

8. Governing Law

These terms are governed by the laws of England and Wales and any disputes shall be subject to the exclusive jurisdiction of the English courts.