Sale of Goods Terms and Conditions – Drafting the Availability and Delivery clause?

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• Availability and Substitutions
• Product Delivery
• Conclusion

Your Sale of Goods Terms and Conditions set out the terms on which you will supply goods to your customers. They are usually attached to your purchase order or invoice.

Availability and Substitutions

You should set out that all of the goods you offer are subject to them being available and in stock, and provide information as to how you may substitute or provide alternative products. You may also provide the option for customers to put their orders on back-order, receive a refund or be given store credit. Depending on how specific the products is, for example, a particular part or tool, you might consider not including the option to substitute and only provide the option for store credit.

Product Delivery

You should set out where you will deliver the products to and how you will deliver the products. This clause should set out whether or not the cost of delivering the products will be included in the price of the product, and whether or not you will offer free delivery, as well as how delivery fees will be included or calculated.

This clause should also set out the expected delivery times and how long it usually takes to dispatch products. Set out what the process is for changing a delivery location or time and whether there will be associated fees for redelivery. You should also set out that all deliveries must be signed for. A signed delivery slip constitutes delivery for the purpose of the terms.

Where you are delivering a large quantity of goods, it is important to have a detailed and thorough title clause, which sets out that title in the goods will not pass to the customer until they have either received the goods or the payment has been processed. In some cases, you may be providing goods on credit and therefore it is important to make clear that you retain title in the goods until payment is made. This will allow you to reclaim the goods after they are delivered. You should also have the option to keep or sell the goods under this clause where you retain the title.

You should also ensure that the customer indemnifies you from, and against, any loss of and/or damage caused to the goods after the goods are collected by the customer. For example, if they are storing the goods in their warehouse and they are damaged, you should not be responsible for that damage.

If you are providing goods on credit, then you should also consider including a clause which addresses the Personal Property Security Act 2009 (Cth) that sets out that the terms may create a security interest in your favour and that the customer may be required to provide you with information so that you can register the security interest.

Conclusion

As a wholesale business, it is important that you protect your goods from damage. The lawyers at LegalVision have experience drafting Sale of Goods Terms and Conditions for wholesale stores across Australia. We have assisted many stores to expand and grow their business and protect their rights, so if you’re in need of legal advice, contact us on 1300 544 755 and speak with one of our experienced business lawyers.