Purchase terms for an e-commerce business buying from overseas suppliers

An online business buying from a factory abroad becomes the importer, and the importer answers for the product in the UK whatever the factory promised. Purchase terms have to choose the law and the forum, make the supplier responsible for compliance and documentation, allow inspection before shipment, fix the delivery terms and where risk passes, deal with payment and currency, and protect the buyer's designs and its market. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Online retailers, brands and importers in England and Wales sourcing finished products, components and packaging from manufacturers and trading companies abroad, on purchase orders and supply agreements, for sale in the UK. These are business-to-business terms for the buyer's side.

What matters when buying from overseas suppliers

Law, language and disputes

The terms should say that the law of England and Wales governs the contract, which court or arbitration decides disputes, and that the English text prevails, because a contract governed by the supplier's law in the supplier's courts is one the buyer is unlikely to be able to enforce. The Arbitration Act 1996 governs an arbitration clause seated in England, which can be easier to enforce abroad than a court judgment. The terms should also exclude the supplier's terms and any pro forma invoice wording.

Compliance, marking and the importer's responsibility

Goods placed on the UK market must comply with the General Product Safety Regulations 2005 and the product-specific marking and labelling rules that apply to them, and as importer the buyer carries responsibilities under those rules and under Part I of the Consumer Protection Act 1987 that it cannot pass to a foreign supplier in law, so the terms should require the supplier to manufacture to the applicable UK requirements, to apply the required markings and provide the technical documentation, test reports and declarations the buyer needs to hold, and to indemnify the buyer for non-compliance. The buyer should still check, because the indemnity is only as good as the supplier's reachability.

Specification, samples and pre-shipment inspection

The terms should tie the goods to an approved specification and golden sample, allow the buyer or its inspection agent to inspect and test before shipment and to reject non-conforming batches at the factory, say that inspection does not waive later claims for hidden defects, and require the supplier to correct or replace at its cost. Sections 13 and 14 of the Sale of Goods Act 1979 imply quality and conformity with description where English law governs, and the specification is what it is measured against.

Delivery terms, risk and shipping

The terms should state the delivery term using an internationally recognised set of trade terms, say when risk and responsibility for freight, insurance and customs pass, fix the shipment date with the buyer entitled to cancel and claim for late shipment, and require the shipping documents the buyer's forwarder and customs need. Packing should be to a stated standard for the transit, and short shipment or damage in transit allocated by the delivery term.

Payment, currency, IP and exclusivity

Payment should be staged with a deposit and the balance after inspection or against documents, in a stated currency with the buyer protected from exchange movements as agreed, and the terms should say that no payment is due for rejected goods. The buyer's designs, artwork, moulds and tooling are the buyer's under the Copyright, Designs and Patents Act 1988 and by ownership, and the terms should prohibit the supplier from selling the buyer's products or designs to others, using its brand, or supplying the buyer's UK competitors with the same product where exclusivity is agreed.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Email me at geoffrey@caesar.co.uk with what you need and any documents, and I will confirm the scope and the fee in writing, usually the same working day. If you would rather pay straight away, buying online forms the engagement on payment: the scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I will be in touch promptly to get started.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

A batch arrived without the required marking. Can we sell it?

Not lawfully, and the terms should make that the supplier's problem: correct or replace at its cost, and indemnify for the loss. As importer you cannot lawfully place non-compliant goods on the market, whatever the supplier promised.

Our supplier is selling our design to another UK retailer. What can we do?

If the terms prohibit selling the buyer's designs and products to others and the design is yours, the supplier is in breach and infringing, and the terms give you a contractual claim under English law. Enforcing against the other retailer depends on your rights in the design.

Should we accept the supplier's pro forma terms to get the order moving?

The pro forma usually names the supplier's law and courts and disclaims most things. Sending your purchase terms with the order and requiring acceptance before the deposit is the moment you have leverage; after payment you have very little.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a dropshipping business
• Purchase terms for a manufacturer buying components

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.