Terms and conditions for the supply of goods and services (pro-supplier)

by Practical Law Commercial and Deirdre Moynihan and Richard Kemp, Kemp IT Law in relation to the data protection clause

A standard document containing specimen terms and conditions for the business-to-business (B2B) supply of goods, services, or both. Drafted from a pro-supplier perspective, these terms and conditions are intended for use in domestic contracts governed by the laws of England and Wales. This standard document addresses the entire contract lifecycle, beginning with the basis of the contract, order acceptance, and the primacy of the supplier's terms. It includes provisions for the supply of goods, including delivery mechanics, warranties as to quality, and retention of title clauses designed to protect the supplier until full payment is received. For services, it covers performance standards, estimated timelines, and customer obligations. Key commercial considerations are also covered, with clauses on charges, payment terms, and the supplier's rights in the event of customer default. This standard document also includes detailed sections on the ownership and licensing of intellectual property rights (IPRs), data protection obligations under the UK General Data Protection Regulation (UK GDPR) where the supplier acts as a processor, and a carefully structured limitation of liability clause. It further provides for contract termination, as well as including boilerplate provisions such as confidentiality and force majeure.