Purchase terms for a retailer buying stock

A retailer buys stock for a season and sells it under consumer law it cannot avoid, so what it needs from suppliers is compliance, punctuality and a way to send back what is faulty or late. Purchase terms have to make the retailer's order govern, require products to be compliant and labelled for resale, make delivery windows matter, allow returns and credits, and keep prices and payment where the retailer set them. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Independent retailers, online shops and small chains in England and Wales buying stock from brands, wholesalers, distributors and importers on orders, seasonal buys and sale-or-return, for resale to consumers. These are business-to-business terms for the buyer's side.

What matters in a retailer's purchase terms

Your order and the supplier's paperwork

The terms should say that orders are on the retailer's terms only, that the supplier's terms, order confirmations and invoice terms are excluded, that acceptance is by confirmation or performance, and that variations bind only in writing. Trade shows and buying appointments generate order forms on the supplier's paper, and the terms should say that the retailer's terms apply to them as well, which the retailer's buyers must know to say.

Compliance, labelling and resale

The retailer sells to consumers, so the terms should require goods to comply with the General Product Safety Regulations 2005 and the product-specific safety and labelling rules that apply to them, to carry the markings and information the law requires for retail sale in the UK, to be as described in the supplier's catalogue and samples, and to be of the quality and fitness sections 13 and 14 of the Sale of Goods Act 1979 imply. The supplier should indemnify the retailer for claims and recalls arising from non-compliant goods, including any strict liability under Part I of the Consumer Protection Act 1987, and hold product liability insurance.

Delivery windows, seasons and shortages

Delivery should be within the stated window, and the terms should say that stock delivered late may be refused or returned at the supplier's cost, that the retailer may cancel undelivered orders after the window, that shortages and damage must be notified within a stated period, and that risk passes on delivery to the retailer. Goods bought for a season that arrive after it have lost most of their value, and the terms should say that time is of the essence for seasonal orders.

Returns, faults and credits

Faulty goods, including goods returned by consumers as faulty under the Consumer Rights Act 2015, should be returnable to the supplier for a credit or replacement with the supplier bearing carriage, and the terms should say so. Where sale-or-return is agreed, the terms should record the period and the credit; where it is not, the terms can still provide for returns of unsold stock by agreement. Credits should be usable against any invoice.

Prices, payment and the supplier's conduct

Prices are as ordered with no increases after confirmation, and the terms should say whether the supplier offers price protection against later reductions to other retailers. Payment is on the retailer's stated terms from a correct invoice with rights of set-off, and the Late Payment of Commercial Debts (Interest) Act 1998 allows an agreed period that is not grossly unfair. The supplier should comply with the Bribery Act 2010 and, where it is a large business, section 54 of the Modern Slavery Act 2015, and the retailer should be able to end the arrangement on notice.

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

A consumer returned a faulty item and we refunded them. Can we send it back to the supplier?

If the purchase terms provide for faulty goods, including consumer returns as faulty, to be returned for credit or replacement at the supplier's cost, yes. Your own liability to the consumer is separate and cannot be passed on, but the cost can be recovered.

Seasonal stock arrived three weeks late. Must we accept it?

If the terms say time is of the essence for seasonal orders and late stock may be refused, no. Refuse it in writing and cancel the order under the terms.

The supplier's confirmation says its terms apply. Do they?

If your order was on your terms and you did not accept the confirmation's terms, there is a dispute about which terms govern. The terms should say that the supplier's confirmation does not vary the retailer's terms, and your buyers should reject counter-terms when they arrive.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a wholesaler selling to trade customers
• Purchase terms for an e-commerce business buying from overseas suppliers

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.