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

About this website terms and conditions template

This template allows you to create your own customised website terms and conditions of sale easily. They have been written for an online seller 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 language 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 Republic of South Africa or further afield.

Are these terms and conditions suitable for your business?

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

You are

• a manufacturer, 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 our 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 Republic of South Africa.

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 if you 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

We have other, more suitable templates (see the section below) if you sell:

• products that are created or customised on a one-off basis to unique specifications given by the customer;
• products that require on-going maintenance or additional service contracts;
• products that use software that you have developed;
• under a contract for recurring orders that continues until the customer cancels it;
• services as well as products.

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.

Example businesses that would use these terms and conditions

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

Alternative templates

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

E-commerce terms and conditions template: retailer of goods is suitable for a retailer that sells goods to other businesses and direct to consumers. This template is suitable for most online retailers. For example, you might sell computer components primarily to businesses, but also perhaps to private individuals.

Website terms and conditions template: retail of hardware and licensed software is suitable for a business that sells products that use software developed or owned by the seller. This template is likely to be suitable for a manufacturer of an electronic product sells directly to end customers, or for software house sells third party products with their software.

Website terms and conditions template: retailer of goods part designed by site visitors is suitable for a business that sells products that have been designed 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.

Website terms and conditions template: retail of sourced or made to order products is suitable for a retailer who sources, creates or customises some products to a specification given by customers. 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.

We also have a large range of website terms and conditions templates suitable for other businesses.

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

The law relating to terms and conditions of sale

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.

The terms and conditions are valid for businesses based anywhere in the Republic of South Africa

Where statute law could apply, the T&C have been drawn then applies to specific circumstances.

Document contents

The terms and conditions template includes 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;
• Other miscellaneous legal provisions to protect you (warranties, exclusions, indemnities etc).