Sale Of Goods In The UK: What You Need To Know

If you sell products in the UK - whether online, in-store, or wholesale - the sale of goods rules are your daily reality. Getting them right builds trust, prevents disputes and keeps you compliant.

The good news? You don’t need to be a lawyer to understand the essentials. With a clear grasp of your obligations and the right documents in place, you can protect your business and deliver a great customer experience from day one.

In this guide, we break down what “sale of goods” means under UK law, your core legal duties, the extra rules for online sales, and the key contracts and policies you should have in place.

What Does Sale Of Goods Law Cover?

“Sale of goods” law governs how physical products are sold and bought in the UK - from a single retail purchase to large-scale wholesale supply. In plain terms, it sets the rules about what you promise to customers when you sell a product, what happens if something goes wrong, and how ownership and risk move from you to the buyer.

Two main legal frameworks are relevant:

• The Sale of Goods Act 1979 (SGA) - this underpins business-to-business (B2B) product sales and still influences many principles of goods sales generally, such as passing of property and implied terms about title.
• The Consumer Rights Act 2015 (CRA) - this is the key law for business-to-consumer (B2C) sales. It sets out the standards your goods must meet, how remedies like repair or refund work, and the rights consumers have.

If you want a simple refresher on how the SGA sits alongside the CRA for retail businesses, it’s worth reading a concise comparison of the Sales of Goods Act 1979 vs Consumer Rights Act 2015.

Put simply, the SGA is more flexible for B2B deals (because parties can agree to vary or exclude certain implied terms), while the CRA gives consumers a robust baseline of non-excludable rights.

Do The Sale Of Goods Act And Consumer Rights Act Apply To You?

Most product-based small businesses will be dealing with both frameworks at different times:

• If you sell to end customers (B2C), the CRA will apply. You must meet mandatory consumer standards and remedies.
• If you supply to other businesses (B2B), the SGA generally applies and you have more freedom to contract, but there are still important implied terms about title, description and quality (especially where not expressly excluded).

It helps to think in two lanes - consumer-facing vs business-facing - and tailor your contracts and processes accordingly.

For a deeper dive into the SGA basics (like “implied terms”, “passing of property” and “risk”), this plain-English overview of the Sale of Goods Act 1979 is a handy read. And if you’re retail or ecommerce, make sure you understand your obligations for faulty items under the CRA - we’ve summarised them here: faulty goods under the Consumer Rights Act 2015.

If you operate in both lanes (many SMEs do), it’s wise to keep separate terms for consumers and for business customers. That way, you don’t accidentally offer consumer-level rights in your wholesale contracts, or use B2B language for retail orders.

Your Core Legal Duties When You Sell Goods

Whether you sell ten items a week or thousands a day, the same core duties apply. Here are the ones most small businesses need to have on their radar, with practical tips to manage each area.

Goods Must Meet Certain Standards

When selling to consumers, your products must be:

• Of satisfactory quality - a reasonable person would consider the goods acceptable, taking into account description, price and other relevant factors.
• Fit for purpose - the item should be suitable for the purpose the buyer makes known to you.
• As described - the goods must match your description and any models or samples shown.

These standards are hard-wired into the CRA and can’t be excluded. For B2B, similar implied terms exist under the SGA, but can be limited or varied by agreement (more on that below). If your marketing or labelling overpromises, you risk breaching these duties even if manufacturing quality is fine - so align your product descriptions with reality.

Offer Correct Remedies (Repair, Replacement, Refund)

Under the CRA, consumers have tiered remedies if goods are faulty:

• Short-term right to reject within 30 days and receive a full refund.
• Right to repair or replacement if the 30 days pass or the consumer prefers this route.
• Final right to price reduction or final rejection if repair or replacement fails or isn’t possible.

Clear internal processes help you respond quickly and legally. Decide in advance how you’ll triage issues, assess faults, and arrange returns logistics. For practical timing expectations, see the overview on how long a refund should take.

Passing Of Property And Risk

Who owns the goods, and who bears the risk of loss or damage, aren’t always the same question. By default, ownership (title) passes when you intend it to pass (often when the contract is made for specific goods), while risk usually passes on delivery. In B2B, you can (and should) set out a clear retention of title clause so that title stays with you until full payment, and you can specify exactly when risk transfers (e.g., when the buyer signs for delivery).

These details matter if goods are damaged in transit or if a buyer becomes insolvent. Spell them out in your contract to avoid uncertainty.

Delivery, Timing And Late Performance

Delivery obligations - what you must deliver, when, how, and at whose cost - should be crystal clear. For consumers, if you’ve not agreed a specific timeframe, the CRA requires you to deliver “without undue delay,” and in any event within 30 days. If you miss the required timeframe, consumers may be entitled to terminate and receive a refund for undelivered items.

In B2B, delivery and incoterms can be negotiated. Use unambiguous language specifying delivery addresses, windows, courier risk, and how to handle partial deliveries.

Contracting Out (B2B) Vs Non-Excludable Rights (B2C)

In B2B contracts, many SGA implied terms can be limited or excluded if it’s reasonable and clearly drafted. This is common where buyers inspect goods before purchase or where quality standards are defined in detail. However, in consumer sales, you cannot exclude or restrict the core CRA rights - any attempt to do so is likely unfair and unenforceable.

This is why separate terms for consumers and business customers are so important, and why a properly drafted Terms of Sale document is essential.

Advertising, Labelling And Warranties

Your advertising and labels must be accurate and not misleading under consumer protection law. If you offer a manufacturer’s warranty or your own guarantee, make sure its wording complements (and doesn’t cut across) CRA remedies. In practice, that means clearly explaining what’s covered, the duration, and how consumers claim, alongside their statutory rights.

Selling Goods Online: Extra Rules You Must Follow

If you sell through a website or marketplace, there are additional rules under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (often called “distance selling” rules). These sit on top of CRA rights and focus on pre-contract information and cooling-off periods.

Pre-Contract Information

Before a consumer clicks “buy,” you must present key information in a clear and prominent way, including:

• Your business identity and contact details.
• Total price, including taxes and all delivery or additional charges.
• Delivery arrangements, timing and any restrictions.
• Whether a right to cancel applies, the cancellation period (usually 14 days), and how to exercise it.
• Any digital after-sales support or complaint handling processes.

These details should be consistent across your product pages, checkout, and terms.

Cooling-Off And Returns

For many online consumer purchases of goods, there is a 14-day cooling-off period starting from delivery, during which the consumer can cancel for any reason. You must then refund within 14 days of receiving the returned goods or proof of posting (subject to lawful deductions for diminished value from handling beyond what’s necessary to check the item).

There are exceptions (e.g., bespoke items, perishables, sealed items unsealed for hygiene reasons). Make sure your terms list the exceptions that apply to your products and set a straightforward returns workflow for customers. For a practical overview of retail returns practice, this guide to a UK returns policy is a useful reference.

Website Legals And Data Protection

Beyond the sales rules, online sellers must meet data protection obligations (UK GDPR and the Data Protection Act 2018). If you collect customer data for orders, analytics or marketing, you need a clear, compliant Privacy Policy and appropriate cookie notices. Your site should also include fair, enforceable website terms governing user conduct and IP, and ensure your checkout process keeps key contract terms visible and agreed.

Distance selling requirements can be technical in places. If you’re building or scaling an ecommerce site, it’s worth scanning the summary of the core distance selling laws to double-check you’ve covered the essentials.

Essential Documents To Protect Your Sale Of Goods Business

Strong paperwork doesn’t just “tick a legal box” - it prevents misunderstandings, speeds up resolution when things go wrong, and protects your margins. These are the must-haves for most product businesses.

Terms Of Sale (B2C And B2B)

Your Terms of Sale are the backbone of any goods transaction. They should define your offer, payment terms, delivery and risk, defects handling, remedies, returns windows, limitations of liability, and dispute resolution. Use a consumer-facing set for retail customers and a separate B2B version for trade accounts or wholesale.

A bespoke set of Terms of Sale helps you control risk while complying with mandatory rights. Avoid generic templates - small wording differences around risk, title and remedies can have major consequences.

Website Terms And Policies

• Website Terms Of Use - governs browsing, user conduct and IP on your site.
• Privacy Policy and cookie disclosures - required if you collect personal data, and essential for transparency and trust. You can start with a tailored Privacy Policy aligned to UK GDPR.
• Returns and Warranties wording - present your returns process clearly, alongside statutory rights.

Supplier And Logistics Agreements

If you manufacture or buy in stock, good supply agreements make expectations clear on specifications, inspection, defects, delivery windows and remedies. Include quality standards, batch testing rights and an escalation process for non-conforming goods. Logistics contracts should similarly allocate risk for loss or damage in transit and set service levels.

Customer Communications And Invoices

Your order confirmations, shipping notices and invoices should align with your terms and include all legally required information. Clear communications reduce disputes and support your position if something goes wrong.

Why Tailored Drafting Matters

Because B2C rights are non-excludable and B2B deals are negotiable, precision in your drafting is key. For example, a well-worded limitation of liability clause can manage your exposure in B2B contracts, but the same language might be unfair or unenforceable with consumers. Getting these nuances right is what helps you stay compliant without giving away more than you intend.

Key Takeaways

• Know which legal regime applies: the Sale of Goods Act 1979 shapes B2B sales, while the Consumer Rights Act 2015 sets mandatory standards and remedies for B2C sales.
• For consumer sales, goods must be of satisfactory quality, fit for purpose and as described - and you must honour the CRA’s repair, replacement, or refund pathways.
• In B2B, you have more scope to negotiate and limit implied terms, but you should clearly set out title retention, risk transfer, delivery obligations and limitations of liability in your contracts.
• Online sellers must also comply with distance selling rules on pre-contract information, cooling-off rights and clear returns processes, alongside GDPR-compliant privacy and cookie practices.
• Have separate, tailored documents: consumer-facing and B2B Terms of Sale, website terms, a UK GDPR-ready Privacy Policy, and robust supplier agreements.
• Set practical workflows for refunds and faulty goods handling, and keep your marketing and product descriptions accurate to avoid misrepresentation issues.
• If you’re unsure where SGA ends and CRA begins for your model, start with a quick read of the SGA vs CRA comparison, then get tailored advice.

If you’d like help setting up compliant terms and policies for selling goods - or you want a quick review of your current documents - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.