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Sale of Goods Agreement

A sale of goods contract records the essential terms of any purchase of significant value — what is sold, at what price, when delivered, and what warranty applies. This template is drafted under English law and toggles between B2B (Sale of Goods Act 1979) and B2C (Consumer Rights Act 2015) framings, since the statutory regimes differ materially. It is suitable for private sales, small-business supply arrangements, and one-off B2B transactions that do not warrant a full supply agreement.

When do you need this?

Typical use cases

  • Sale or purchase of used equipment between businesses
  • One-off supply arrangement not covered by an existing framework
  • Private sale of high-value electronics, furniture or collectibles
  • Small B2B transactions where a full supply agreement is over-engineered
What the contract includes

The contract covers

Identification of seller and buyer
Description of the goods
Quantity and price
Payment terms
Delivery date and place of delivery
Passing of risk and title
Late payment interest under the 1998 Act (B2B)
Warranty tailored to B2B (SGA 1979) or B2C (CRA 2015)
Consumer statutory rights preserved (B2C mode)
Limitation of liability capped at the price
Termination for material breach
Governing law and jurisdiction — England and Wales

Legal basis

This template is drafted under English law. For business-to-business sales it reflects the Sale of Goods Act 1979 (as amended), in particular the implied terms of satisfactory quality (s.14(2)) and fitness for purpose (s.14(3)), together with the Late Payment of Commercial Debts (Interest) Act 1998. For business-to-consumer sales it reflects the Consumer Rights Act 2015 Part 1 (Goods), which cannot be contracted out of — including the 30-day short-term right to reject, the right to repair or replacement, and the right to price reduction or final rejection. The Unfair Contract Terms Act 1977 limits how far liability can be excluded in B2B contracts.

Questions about sale of goods agreement

Frequently asked questions

Should I use B2B or B2C mode?
Choose B2C mode if the buyer is buying wholly or mainly for purposes outside their trade, business, craft or profession — the Consumer Rights Act 2015 then applies and the buyer's statutory rights (short-term right to reject, repair/replace, price reduction, final rejection) cannot be excluded. Choose B2B mode if both parties are acting in the course of a business — the Sale of Goods Act 1979 applies and contractual terms have more scope, subject to the Unfair Contract Terms Act 1977 reasonableness test.
When does risk pass to the buyer?
Under this template, risk passes on delivery — meaning if the goods are damaged or destroyed after delivery, the buyer still owes the price. This mirrors the default under section 20 of the Sale of Goods Act 1979 (risk follows property, unless otherwise agreed) and section 29 of the Consumer Rights Act 2015 (risk passes when the consumer takes physical possession). Where the seller uses a carrier, the position can differ — the template deliberately locks the transfer to physical delivery to the buyer.
How long is the warranty period?
The template defaults to 12 months of commercial warranty for defects in materials or workmanship. For consumer sales, this sits on top of the buyer's statutory rights under the Consumer Rights Act 2015, which typically extend for up to 6 years for latent defects present at delivery (the limitation period), not just the commercial warranty. Commercial warranties are useful because they set clear service expectations, but they cannot cut down consumer statutory rights.
Can I limit my liability to the price paid?
In B2B contracts, yes — provided the limitation is reasonable under section 3 of the Unfair Contract Terms Act 1977. Limiting liability to the price paid is generally reasonable for one-off sales of moderate-value goods, but may not be reasonable for high-consequence supplies (safety-critical components, business-critical software) where the buyer's foreseeable losses vastly exceed the price. In B2C contracts, you cannot exclude or limit liability for breach of the CRA 2015 implied terms.

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