Can I withhold payment from a UK sourcing seller?
Before withholding or setting off payment, ask a solicitor to confirm the contractual and legal basis, the amount justified and any notice requirements. Identify undisputed sums and assess late-payment exposure before the due date. Order records and inspection evidence can be supplied by Cambridge China Bridge.
Start with the seller and the payment trigger
Give your solicitor the accepted quotation, purchase order, order acknowledgement, terms, amendments and invoice. Ask them to confirm the contracting parties, governing law and dispute forum. Establish whether the UK business sold the goods or arranged a purchase as an agent. Our seller and agent comparison explains that distinction.
Ask which event makes the disputed payment due: an agreed date, shipment, delivery or satisfactory inspection. Identify the evidence for that event and any conflicting documents. Ask the solicitor to distinguish a payment whose trigger has not occurred from a due payment you propose to withhold.
Ask what actually supports withholding or set-off
Explain the proposed action precisely. Are you delaying a balance while defects are investigated, deducting an agreed credit, or using a damages claim to reduce an invoice? Ask the solicitor to identify any contractual withholding right, statutory remedy or other set-off basis that applies, and whether the proposed amount is supportable.
Highlight wording about payment without deduction, restrictions on set-off, exclusive remedies and liability limits. Ask whether those terms were incorporated and are enforceable, and whether a claim relating to another order or another company can support your proposed deduction. Use our UK seller supply terms guide to organise the contract review.
Make the notice specific and keep delivery evidence
Ask your solicitor to check any notice deadline, required recipient, address, delivery method and supporting documents. Prepare a draft identifying the order, invoice, affected goods, alleged breach, evidence, proposed remedy and amount disputed. State whether you are proposing rejection, repair, a credit or a deduction, and ask the solicitor to settle the wording.
Keep the notice, attachments, sending record and acknowledgement together. Request written confirmation of any agreed payment pause or revised due date. Our faulty goods guide covers rejection and arrival evidence; this payment review should use that evidence without repeating the whole defect investigation.
Separate undisputed sums from the claimed loss
Prepare a reconciliation showing the invoice balance, payments already made, agreed credits, disputed items and undisputed amount. Ask the solicitor what should be paid by the due date and how to describe that payment while preserving the remaining claim. Avoid making the entire invoice your bargaining position without a documented basis.
Support the claimed deduction with inspection findings, photographs, repair quotations and records of actual losses. Separate estimates from incurred costs and identify amounts still being investigated. Ask the solicitor to check recoverability and overlap before combining replacement costs, refunds, freight and lost sales.
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Assess late-payment exposure before deciding
Official guidance says a business can claim interest and debt recovery costs when another business pays late for goods or services. It also describes a fixed recovery charge on top of interest. Ask your solicitor to assess these risks against the amount that remains payable, the payment date and your proposed withholding or set-off basis.
Ask the solicitor to check the contractual interest clause and the applicable statutory position, then estimate exposure if your deduction is challenged successfully. Do not budget on the assumption that sending a dispute notice stops charges. Seek written agreement on any temporary payment arrangement, including how interest and recovery costs will be treated.
Frequently asked questions
Can I withhold the whole invoice for faulty goods?
Ask a solicitor to confirm the basis and amount before doing so. Separate the affected goods, claimed loss and undisputed balance, rather than treating the whole invoice as leverage.
Can I deduct a claim from another order?
Ask the solicitor to check the contracting parties, any set-off restriction and whether the other claim supports this deduction. Supply both order files and a clear calculation.
Should I pay the undisputed part of an invoice?
Identify it separately and ask the solicitor what to pay by the due date. Have them check the payment description and accompanying letter so the remaining dispute is clearly recorded.
Can the seller charge interest on a disputed invoice?
Late commercial payments can attract interest and recovery costs. Ask a solicitor to assess what remains payable and whether your withholding or set-off basis changes that exposure.