UK seller supply terms: what should buyers check?
Before ordering, agree which specification overrides the seller's standard terms, how acceptance works, what the warranty pays for and which losses the liability cap covers. Get unclear or commercially significant clauses reviewed by a solicitor before committing. Agree the order documents with Cambridge China Bridge.
Confirm the seller and the complete contract
Confirm that the UK company is selling you the goods, and identify its contracting name. Our guide to seller or agent roles explains that distinction. Here, the task is to collect the quotation, order acknowledgement, specification, warranty and supply terms before you commit.
Ask the seller to identify the agreed versions and explain how amendments are approved. Flag terms referring to an unseen document or allowing changes after ordering. Keep the agreed documents together, including written confirmation of negotiated departures from the standard terms.
Make specification priority explicit
Ask for an express order of priority if the specification, approved sample, quotation and standard terms conflict. Propose that the agreed specification and recorded amendments take priority over generic descriptions. Use the product specification guide to prepare the technical detail; this check concerns whether the supply terms preserve it.
Look for clauses permitting equivalent materials, substituted components or changes to dimensions and finish. Ask for your written approval before changes affecting the agreed specification. Record what the sample demonstrates, what drawings control and how inspection results will be assessed.
Separate inspection, delivery and acceptance
Read every clause treating payment, inspection approval, delivery, use or silence as acceptance. Ask for a workable examination period at your premises, a named contact for defect notices and an agreed method of sending them. Address visible damage, shortages and faults that only emerge during agreed testing separately.
Ask the terms to distinguish permission to ship from final acceptance, and receipt of cartons from approval of their contents. Clarify whether later faults remain covered by the warranty. Our faulty goods and claims guide covers action after arrival; settle the reporting procedure before placing the order.
Check warranty remedies and their real cost
Identify who gives the warranty and who handles the claim. Ask when cover starts, what it covers, what exclusions apply and whether repair, replacement or refund is offered. Flag wording that refers you only to the factory or makes assistance depend on the seller recovering money from its supplier.
Agree responsibility for diagnosis, collection, return freight, labour, replacement delivery and disposal. Ask what happens if a repair fails or replacement stock is unavailable. Check any clause making the warranty the exclusive remedy with your solicitor, alongside the liability cap.
Compare liability limits with your exposure
Check whether the cap is based on the affected goods, the order value or payments already received, and whether it applies per claim or across all claims. Identify excluded losses and any indemnity you give the seller. Work through a defective batch scenario involving sorting, replacement freight, customer refunds and a recall, asking which costs the wording covers.
Before committing, ask a commercial solicitor to review exclusions, notice deadlines, exclusive remedies, governing law and the dispute forum together. Seek advice early when the potential loss would disrupt your business. Give the solicitor the complete order documents and your intended use of the goods, then obtain the seller's written agreement to any changes.
Frequently asked questions
Should my specification override the seller's terms?
Ask for an express priority clause giving the agreed specification and recorded amendments priority over conflicting generic terms. Identify the approved document versions.
Does passing inspection mean I accept the goods?
Check the acceptance wording. Ask it to distinguish pre-shipment approval from examination after delivery, and explain how later faults are reported.
What should a business goods warranty cover?
Check the remedy, exclusions, start date and claim procedure. Agree who pays for diagnosis, freight, labour and replacement delivery.
When should a solicitor review supply terms?
Before committing if exclusions, liability caps, acceptance deadlines or dispute terms could leave you carrying a loss your business cannot absorb.