Website terms and conditions template: international sale of goods to business

This set of T&C is for an retailer trading online who sells to other businesses internationally. Inclusion of Incoterms makes the template suitable for exporters as well as businesses that supply the UK market.
Suitable for use in: England & Wales and Scotland
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About this document

This template allows you to create your own customised terms of sale for your website. They have been written for a retailer who sells to other businesses (but not consumers) and whose products require no further customisation and no further servicing after sale.

Example businesses that might use this template might be: a supplier to a trade (such as a building supplies merchant), or a manufacturer that sells components used in a product made and sold by another manufacturer.

Although we give you many options, the template is easy to edit to suit your business.

Using this document on your website will help you:

  • set out clearly how your business works and what customers can expect

  • present a professional image of your business. Our use of plain English helps ensure customers do not feel intimidated by overly formal or legalistic language

  • prevent misunderstandings and make solving disputes easier

  • trade safely internationally, whether your customers are in the UK, EU or further afield

Are these terms suitable for your business?

If you are able to identify your business by reading the points below, then this template will suit. We also list similar alternatives afterwards.

You are

  • a manufacturer or wholesaler

These T&C are suitable for businesses of all sizes. You could be a newly started sole trader with a single product or an established company selling thousands of different product lines.

Your customers

  • are businesses only
  • are not further distributors or retailers of the product

If you sell to consumers (private individuals) as well as businesses, or you may do so in the future, you may wish to look at this alternative template for selling to both types of customer.

Your customers could be located in any country. These terms and conditions include provisions for sale abroad as well as within the UK.

To provide a comprehensive template, we have included a full choice of all 11 current International Commercial Terms (known as Incoterms). If you are an exporter, you might like to use these to describe your delivery terms in a way that other international business customers will easily understand. If you mainly sell to a domestic market, or want to specify your own customised terms, then you can choose not to use these at all.

Order method

  • the customer buys online, direct from your e-commerce enabled website

You are selling

  • physical goods

Payment may be made:

  • immediately on the web site (e.g. by credit card)
  • by cheque or bank transfer
  • on a pre-arranged credit account

Delivery could be any of the following:

  • by your business
  • by post or courier
  • direct from a third party (such as the manufacturer)
  • or, the customer may pick up the product from your premises

Delivery could be in a single instalment or in multiple instalments.

Examples of businesses that would use these terms

  • Building supplies merchant selling to trade
  • Component or parts manufacturer
  • Agricultural business equipment supplier
  • Restaurant supplier

Alternative documents

We sell other templates for businesses that sell goods via their website:

Our T&C for an e-commerce site should be used if your business also sell direct to consumers. For example, you might sell computer components primarily to businesses, but also perhaps to private individuals.

Our template for an online business that sells hardware that uses licensed software should be used by a manufacturer of an electronic product who sells directly to end customers, or for software house that sells third party products with their software.

Another set of terms suits businesses that sell products partly designed or customised by site visitors. For example, site visitors may contribute their own artwork to be printed on products (such as clothing) in return for a royalty or free product.

Lastly, if products are made or sourced to order, these terms should be used. For example, you may sell customised greetings cards, or source rare wine, or make made to measure suits.

We assume that you do not sell to distributors or wholesalers or retailers. If you do, you will need different terms on delivery, risk, retention of title (ownership) and return that are included in our sales agency agreements.

If you are in any doubt as to which template you should choose, please contact us.

The law relating to this document

The law in these T&C is largely common law that deals with the basics of contracts: offer, acceptance, price and payment, delivery, returns, dispute resolution, liabilities and risk. Provided you comply with the law, you can set the commercial terms you like.

Where statute law could apply, the T&C have been drawn then applies to specific circumstances, for example, we have included provisions to comply with the Waste Electronic and Electrical Equipment Regulations 2013, but these are only relevant if the type of goods sold is electronic or electrical.

We have contracted out of the Contracts (Rights of Third Parties) Act 1999 so as not to obligate you in contracts made between your customer and any other party. This is usual in a document such as this one.

In these T&C, we have not included the provisions necessary to comply with the Consumer Contracts (ICAC) Regulations 2013. Since your end customers are businesses only, compliance would put unnecessary additional burden on you.

The terms are valid for businesses based anywhere in the UK.


The terms and conditions include provisions that cover:

  • Identification of the parties
  • Offer and acceptance
  • Price and payment: including taxes, charges and foreign currency payments
  • Payment on credit account
  • Delivery: method, timing, delayed delivery, delivery in instalments, pick up
  • Transport: a choice to use Incoterms if selling to foreign customers
  • Foreign tax and duties
  • Liability for subsequent defects
  • Cancellation
  • Return of goods: reasons and procedure
  • Disclaimers
  • Information provided by the customer
  • Protection of your intellectual property
  • Security of your website
  • Dispute resolution
  • Waste Electronic and Electrical Equipment Regulations 2013
  • Other miscellaneous legal provisions to protect you (warranties, exclusions, indemnities etc)

This document was written by a solicitor for Net Lawman. It complies with current English law.

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