The order-to-cash backbone

End the battle of the forms. One set of terms governs the sale.

The classic B2B mess: the buyer sends a purchase order on its terms, the seller acknowledges on its own, and nobody knows which govern until something goes wrong. onGoods dissolves that. When an order incorporates these Standard Terms by reference, they govern the sale and prevail over conflicting purchase-order or acknowledgement boilerplate. No last-shot lottery.

Read the Goods terms Verify an order

Why the battle of the forms happens

English law resolves clashing standard terms with a last-shot rule: whoever fired the final form before performance tends to win. It rewards paperwork tactics, not agreement, and you often cannot tell whose terms apply until a dispute forces the question.

onGoods replaces the duel with a shared reference. Both sides point at the same pinned terms by content hash, so the contract is fixed at the moment of the order and a counterparty can verify it for free before signing. The fight about whose form won simply never starts.

One pinned set of terms governs, incorporated by reference, prevailing over conflicting form boilerplate.
Fixed by content hash, so the deal locks to the exact text and cannot drift after the fact.
Free to verify before you sign, so both sides are provably looking at the same terms.

What it covers

Delivery and Incoterms

Delivery, shipment, and the allocation of cost and risk are set by a single elected Incoterm (Incoterms 2020), so there is no argument about who bore what.

Title and risk

Risk passes on delivery per the Incoterm; title passes on the later of delivery and payment. No ambiguity about who owns the goods, or who carries the loss, at each step.

Retention of title

The seller keeps title until paid, as a bounded election (off, simple, or all-monies). Anything wider drops to a human rather than risking an unregistered charge.

Inspection, acceptance, rejection

A defined inspection window, deemed acceptance on silence or first use, and a clean path to reject non-conforming goods.

Warranties, on a statutory floor

The Sale of Goods Act 1979 implied terms (satisfactory quality, fitness for purpose, conformity) are preserved as a non-derogable floor, never switched off by an election.

Remedies and product liability

Repair, replace, or refund for defects, with Consumer Protection Act 1987 product liability and death or personal injury kept outside every cap.

A few bounded choices, the rest is fixed

The negotiable surface is a short list of typed, range-bounded elections. An agent can settle every one within bounds and flag anything outside them to a person. The statutory floor sits outside the negotiable surface and cannot be switched off.

Payment days, bounded 14 to 60.
Incoterm, from EXW through to DDP.
Retention of title: off, simple, or all-monies.
Warranty period plus the inspection and acceptance window.
Liability cap multiple on the CORE architecture.

It does not stand alone

Pairs with CORE

CORE is the spine of every deal. onGoods inherits its liability architecture, precedence, and termination rules, with the goods-specific statutory carve-outs on top.

Pairs with onDPA

If the supply involves personal data, onDPA governs the data-protection layer under the same shared dictionary.

Branches into Channel

Selling through resellers and distributors? The Channel module reuses this goods spine and adds the indirect resale layer.

The order is the contract. Make it unambiguous.

Read and verify the Goods terms for free, incorporate them with one line, and pay only when you sign.

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