onTerms Supply of Goods Module v1.0 (Standard Terms, England & Wales)

onterms:goods:1.0.0:EW · Status: v0.9 DRAFT. Not legal advice.

For the B2B supply, sale and purchase of goods under purchase orders. Immutable adopt-verbatim body; the negotiable surface is the typed Elections; composes with CORE, onDPA (onterms:dpa:1.0.0:EW) and the dispute module (onterms:dispute:1.0.0:EW). Capitalised terms from the Dictionary.

0. B2B-only

Each party acts in the course of business, gated by a registry-verified RegistryAttestation at enrolment (spec/verifier.md §V2), not a cosmetic checkbox. These terms never apply against a Consumer; a sale where the Buyer deals as a consumer is a non-standard transaction that drops out to a human, because the Consumer Rights Act 2015 floor is not the surface these terms regulate.

1. Orders & incorporation (battle of the forms resolved)

1.1 Where an Order incorporates these Standard Terms by reference, these terms govern the sale and prevail over any conflicting, additional or different printed conditions on a purchase order, order acknowledgement, quotation, invoice, delivery note or other Trading Document of either party, whatever the order of exchange. There is no last-shot rule between the parties: the conflicting boilerplate does not displace these terms, and silence or performance is not acceptance of it. This is the agreed resolution of the English battle of the forms (Tekdata v Amphenol; RTS v Muller) for any Order on these terms. 1.2 The variable commercial fields of the sale (goods, quantity, Price, delivery point and date) sit in the Order; the typed Elections parameterise these terms; anything a party wants outside an Election's allowed set is an Additional Term with no effect until a human countersigns. 1.3 An Order is accepted on the Seller's written acceptance or first act of fulfilment; a Seller acknowledgement that purports to re-impose conflicting boilerplate is read down to these terms.

2. Price & payment

2.1 The Price is as stated in the Order, exclusive of VAT and applicable taxes (payable in addition), and exclusive of delivery and import charges except as the elected Incoterm allocates. 2.2 Undisputed invoices are payable within the elected payment days from the later of invoice date and delivery. 2.3 Overdue B2B debt carries interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (statutory interest at base rate plus 8% accruing daily), which the parties do not contract out of below the statutory remedy; this is the Buyer's and Seller's agreed substantial remedy for late payment. 2.4 The Buyer pays in full without set-off except as required by law or for a sum the Seller has accepted in writing.

• goods.payment.paymentDays · int 14-60 · 30

3. Delivery & Incoterms

3.1 Delivery is made to the delivery point and by the date in the Order, on the elected Incoterm (Incoterms 2020), which allocates carriage, export and import clearance and the named place between the parties. 3.2 Delivery dates are estimates and time of delivery is not of the essence unless the Order states otherwise; a slip caused by the Buyer's act, omission or late instruction extends the date. 3.3 Part delivery and instalments are permitted where the Order so provides; a defect in one instalment does not by itself entitle the Buyer to treat the whole Order as repudiated.

• goods.delivery.incoterm · enum {EXW, FCA, CPT, CIP, DAP, DPU, DDP} · DAP

4. Title and risk

4.1 Risk in the Goods passes to the Buyer at the point fixed by the elected Incoterm. 4.2 Title to the Goods passes to the Buyer on the later of delivery and full payment of all sums then due, subject to any elected retention of title in §5. Until title passes, risk having passed, the Buyer holds the Goods insured to their full Price.

5. Retention of title

5.1 Where retention of title is elected, title to the Goods does not pass to the Buyer until the elected trigger is met: simple (payment in full for the Goods in the relevant Order) or all_monies (payment of all sums owed by the Buyer to the Seller on any account). Where it is off, title passes per §4. 5.2 Until title passes the Buyer holds the Goods as bailee, stores them so they are identifiable as the Seller's, and does not pledge or charge them; the Seller may, on reasonable notice and during business hours, enter premises to recover Goods to which it retains title. 5.3 The Buyer may resell or use the Goods in the ordinary course before title passes; on resale before title passes the Buyer holds the proceeds for the Seller to the extent of the unpaid Price. 5.4 Any wider proceeds-tracing, processed-goods, charge or registrable-security construction beyond the elected trigger is a non-standard term that drops out to a human, because it may be void against third parties if unregistered.

• goods.title.retentionOfTitle · enum {off, simple, all_monies} · simple

6. Inspection, acceptance & rejection

6.1 The Buyer inspects the Goods within the elected inspection window from delivery and either accepts or gives written, specific notice of shortage, damage or non-conformity. 6.2 Deemed acceptance on Buyer silence past the window where deemedOnTimeout is true, or on the Buyer's act inconsistent with the Seller's ownership (other than reasonable inspection); a latent defect not reasonably discoverable on inspection is not cured by deemed acceptance and may be notified within the §8 warranty period. 6.3 On valid rejection the Buyer holds the rejected Goods for collection and the Seller's §7 remedy applies; acceptance does not waive the Sale of Goods Act 1979 implied terms preserved in §7.

• goods.acceptance.inspectionWindowBusinessDays · int 3-30 · 10 · goods.acceptance.deemedOnTimeout · bool · true

7. Warranties (statutory floor preserved)

7.1 The Seller warrants that the Goods conform to the specification, description and any agreed sample in the Order, are free from material defects in materials and workmanship, and have good title free of undisclosed encumbrances. 7.2 The Sale of Goods Act 1979 implied terms as to satisfactory quality (s.14(2)) and fitness for a particular purpose made known to the Seller (s.14(3)), and conformity with description and sample (ss.13, 15), are NOT excluded; they are the non-derogable floor of this sale. No Election may switch them off; any purported exclusion of them is read down. 7.3 The warranty runs for the elected warranty period from delivery, in addition to and without cutting down the statutory implied terms or any longer statutory limitation period. 7.4 The warranty does not cover fair wear and tear, or damage from the Buyer's misuse, mis-storage or unauthorised modification.

• goods.warranty.periodDays · int 30-365 · 90

8. Remedies for defects

8.1 For Goods in breach of §7, the Buyer's remedy is, at the Seller's election, repair, replacement, or refund of the Price of the non-conforming Goods, within a reasonable time and at the Seller's cost (including return carriage). 8.2 Repeated failure to repair or replace within a reasonable time lets the Buyer reject the affected Goods and recover the Price paid for them. 8.3 This clause does not exclude or limit the Buyer's rights under the Sale of Goods Act 1979 implied terms preserved in §7, or any remedy that Mandatory Law makes non-excludable; it states the standard route to those rights and runs alongside them.

9. Product safety & product liability

9.1 The Seller warrants that the Goods comply with applicable product safety law at the point of supply (including the General Product Safety Regulations and applicable conformity-marking and labelling regimes). 9.2 Liability under Part I of the Consumer Protection Act 1987 for death, personal injury or damage caused by a defective product is not excluded or limited by these terms and sits outside every cap; the Seller's statutory producer obligations are not contracted out. 9.3 The parties cooperate in good faith on any recall, safety notice or regulator engagement affecting the Goods.

10. Data protection

Any Processing of Personal Data in connection with an Order (for example delivery, account or compliance data) is governed by onDPA (incorporated by reference).

11. Term, termination & liability (CORE)

11.1 Term and termination per CORE; either party may terminate an Order for the other's uncured material breach or insolvency; accrued rights, paid-for delivered Goods, retention of title under §5 and the payment obligation survive termination. 11.2 Liability, CORE architecture, fee-scaled. General cap = the greater of (a) the elected multiple x the charges paid and payable under the relevant Order and (b) the monetary floor. For a one-off supply the cap base is the Order charges, not "trailing-12-months". The monetary floor is one-directional: it raises the cap only on claims brought by the small party; it is never that party's own exposure ceiling, whose exposure tracks the multiple x Order charges. 3x super-cap for data and security; fixed uncapped carve-outs (death or personal injury, fraud, the IP indemnity, breach of confidentiality, the payment obligation, and product liability under §9 to the extent non-excludable); consequential and indirect loss excluded both ways. 11.3 Disputes per the dispute module; governing law England & Wales (CORE allowlist default).

Elections (consolidated)

Hard-coded E&W overlays (not Elections)

Battle of the forms resolved by incorporation (these terms prevail over conflicting Trading Document boilerplate; no last-shot rule); Sale of Goods Act 1979 satisfactory quality and fitness for purpose implied terms NOT excluded (the non-derogable floor); Consumer Protection Act 1987 product liability and death/PI never excluded and outside every cap; Late Payment of Commercial Debts (Interest) Act 1998 applies and is not contracted out below the statutory remedy; CRTPA 1999 excluded; UCTA-reasonable mirrored caps with a one-directional floor (raises the small party's claim cap, never its exposure ceiling); uncapped carve-outs (IP indemnity, confidentiality, payment, product liability); retention-of-title constructions beyond the elected trigger are non-standard and drop out to a human; not against a Consumer; governing law E&W default; composes with CORE/onDPA/dispute.