US General Terms and Conditions of Sale (B2B) template

Overview

General terms and conditions of sale (T&Cs) are a seller's standard contract terms applied across its business-to-business sales, whether attached to a quote, referenced on an invoice, or incorporated by reference in an online order flow. For goods, these T&Cs operate within Article 2 of the Uniform Commercial Code, adopted with local variations in every US state, which supplies default rules for formation, delivery, risk of loss, and remedies unless the T&Cs validly displace them. The central US-specific mechanic to plan for is UCC §2-207, the "battle of the forms" rule. When a buyer issues a purchase order referencing its own boilerplate terms, and the seller responds with an acknowledgment or invoice referencing these T&Cs, the two sets of terms conflict — a near-universal occurrence in B2B sales. Between merchants, additional terms in the seller's response generally become part of the contract unless they materially alter it, the buyer's purchase order expressly limits acceptance to its own terms, or the buyer objects within a reasonable time; directly conflicting terms are typically knocked out, with the UCC's own gap-filler defaults applying instead, though the exact analysis varies somewhat by state case law. A seller's T&Cs should therefore include an express "terms govern" clause and a statement that continuing with the transaction after the T&Cs are provided constitutes acceptance of them. When to use it: as the seller's standard commercial terms applicable to all B2B sales, referenced on quotes, order confirmations, and invoices. Key clauses: incorporation by reference and precedence over conflicting buyer terms (the battle-of-the-forms clause); pricing and payment terms, including late-payment interest (subject to state usury limits) and credit terms; delivery and risk of loss; inspection and rejection windows; warranties and disclaimers (implied warranties under the UCC unless conspicuously disclaimed); limitation of liability and exclusion of consequential damages, drafted conspicuously; force majeure; intellectual property in any custom specifications; confidentiality; termination and cancellation; and governing law and venue. Pitfalls to avoid: assuming these T&Cs automatically override a buyer's conflicting purchase order terms without an express clause addressing precedence, since UCC §2-207 can otherwise produce a different result than the seller expects; failing to make liability-limiting and warranty-disclaiming language conspicuous, which several states require for enforceability; and applying a single national T&Cs document without confirming late-payment interest rates and any other state-variable terms comply with the specific governing state chosen.