Terms and conditions for a promotional merchandise supplier

Branded merchandise is bought in bulk, printed once, shipped from far away and judged against a brand guideline written for screens. The terms have to fix artwork approval and colour matching, tolerances on quantity, lead times that depend on factories and shipping, product safety, and a cancellation position for goods nobody else will buy. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Promotional merchandise, branded goods and corporate gift suppliers in England and Wales sourcing and decorating products for business customers, agencies and event organisers, from stock and to order from manufacturers at home and abroad.

What matters in promotional merchandise terms

Artwork, samples and colour

The terms should say that the customer approves a visual or pre-production sample before the order runs, that approval is final, that colours are matched as closely as the printing method and the product allow and reasonable variation is not a defect, and that the customer's brand guidelines are a target rather than a guarantee on every substrate. A pre-production sample, charged or free, is the answer to most colour complaints.

Quantities, tolerances and minimums

Decorated goods are produced with a stated over-run or under-run tolerance, and the terms should say that the invoice is adjusted to the quantity supplied within it, that minimum order quantities apply, and that stock levels are subject to availability at the time of order. A customer who needs an exact number should order above it, and the terms should say so.

Lead times, imports and delivery

Lead times depend on production and shipping and are estimates; the terms should say that customs, carrier and factory delays are outside the supplier's control, that dates for events are the customer's risk unless a guaranteed date is agreed at a stated premium, and that delivery is to the address given with the customer responsible for access and for checking goods on receipt within a stated period. Partial deliveries should be permitted.

Product compliance and the customer's artwork

Products must comply with the safety and labelling rules that apply to them, including the General Product Safety Regulations 2005, the Toys (Safety) Regulations 2011 for anything a child might play with, the Materials and Articles in Contact with Food (England) Regulations 2012 for drinkware and lunch boxes, and the Electrical Equipment (Safety) Regulations 2016 for chargers and gadgets, and the terms should say which party is responsible for compliance for the intended use. The customer warrants that it owns or is licensed to use the logos and artwork it supplies, and the supplier may refuse artwork that infringes others' rights or is unlawful.

Cancellation, payment and liability

Decorated goods are made to the customer's specification, and the terms should say that orders cannot be cancelled once approval is given and production has started, with work done and goods sourced charged. Payment is in advance for new customers and by account for trade with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998. Liability should be capped at the price of the order, with consequential loss excluded and the remedy for defective goods being replacement or refund, tested for reasonableness under the Unfair Contract Terms Act 1977. Title passes on payment.

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.

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 email you within four working hours to get started. If you would rather ask something first, email me.

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

The customer says the blue is wrong. What are they entitled to?

If they approved a visual or sample and the terms say reasonable colour variation is not a defect, nothing. If the goods depart materially from the approved sample, the terms should provide replacement or refund of the affected goods.

The customer needed the goods for an event and the ship was late. Are we liable for the event?

If the terms make lead times estimates and event dates the customer's risk unless a guaranteed date was bought, no. Consequential loss should be excluded in any case.

Who is responsible if a branded toy fails a safety standard?

The terms should allocate compliance for the intended use between supplier and customer. Where the supplier sources the product, it should ensure the product complies with the rules that apply to it; where the customer specifies a product for a use the supplier did not know about, the terms should place that on the customer.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a print and signage company

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.