Full and final settlement: UK sourcing seller
Assess the offer against the claims you would give up, the batches still outstanding and when payment will actually arrive. Ask for explicit exclusions and a clear payment condition, then have your solicitor review the complete draft before signing. For sourcing records and factory follow-up, speak to Cambridge China Bridge.
Build the settlement file before comparing offers
Put the seller's exact company name, your contracting business, purchase orders, agreed specifications, invoices, payments and inspection evidence in a shared file. Add a batch-by-batch record of what arrived, what failed and what remains unfinished. Use the UK seller supply terms guide to check the underlying arrangement.
Compare the proposed refund, replacement or credit with your documented losses and the work still needed. Include sorting, storage, testing, return freight and replacement procurement where relevant. Treat a credit against future purchases differently from cash: ask whether you actually want another order and whether the credit has restrictions.
Define exactly which claims you intend to release
Ask your solicitor to map every release clause to the dispute you intend to settle. Identify the named orders, batches, defects and parties. Flag wording covering all dealings, unknown claims, future claims or associated companies. Ask what that wording would mean for faults discovered later, customer claims and unrelated orders. For misleading sales, see recovering money from a UK seller.
Request explicit exclusions for matters you intend to keep open, including unfinished batches and obligations under the settlement itself. Ask whether the seller is also releasing its claims for unpaid balances or disputed charges. Send your solicitor the complete document, including schedules, confidentiality wording and any promise to reimburse the seller for later claims.
Give outstanding batches their own written outcome
For every unfinished batch, record whether it will continue, be reworked, be replaced or be cancelled. Specify who holds the goods, what happens to deposits and balances, and who arranges collection or disposal. Cover tooling, approved samples and documents still held by the seller or factory.
For batches that continue, attach the specification, inspection arrangements, dispatch approval and agreed delivery commitments. Ask the solicitor to make the intended treatment of those batches explicit in the settlement. The sourcing agent assessment guide explains why factory presence and inspection follow-through matter.
Separate signing, payment and release
Request a clear payment amount, currency, recipient, due date and treatment of bank charges. If the offer combines cash, goods and credit, give each its own completion condition. Ask your solicitor to draft the intended release trigger around cleared payment and any agreed replacement delivery, rather than leaving the sequence unclear.
Ask what happens if payment is late, incomplete or never arrives, and which enforcement route the draft leaves available. Do not assume an unpaid settlement automatically restores the original claims. Ask the solicitor to explain that point expressly. For an existing invoice dispute, use the withholding payment guide alongside the settlement review.
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Have your solicitor review the final version
Give your solicitor the underlying contract, loss calculation, correspondence and final settlement with every attachment. Ask for an explanation of the release scope, exclusions, payment trigger, default provisions, legal costs and governing law. Have them check signing authority and any formalities for the chosen document, including whether it is drafted as a deed.
For civil mediation in England and Wales, government guidance says the signed settlement agreement serves as a legally binding contract. Before accepting wording by email or signing, ask your solicitor how agreement will be formed in your case. Confirm that the final text reflects the bargain you approved. For earlier complaint steps, see the UK seller goods dispute guide.
Frequently asked questions
Should I accept a full and final settlement?
Compare the payment and other remedies with documented losses, released claims and unfinished orders. Ask your solicitor to explain the complete draft before you accept.
Can I exclude outstanding batches from settlement?
Request express exclusions naming the batches and the obligations that should continue. Ask your solicitor to check that the release and other clauses match those exclusions.
Should the release happen before the refund arrives?
Ask for wording linking the intended release to cleared payment and any other agreed performance. Have your solicitor explain what happens if the seller fails to perform.
Do I need solicitor review before signing?
Arrange independent review before accepting the final wording, especially for broad releases, unfinished batches or payment after signing. Ask for a plain explanation of what you give up and retain.