Selling products online comes with its unique set of advantages and challenges. If you’re in the business of selling products online, or managing an online store, it’s important you have an appropriate Terms of Sale in place to protect your company. This post will give you a high level overview of what goes into an eCommerce Terms and Conditions of Sale.
- Preamble and General Disclaimer – This section is at the very top of your Terms and Conditions, and should contain a disclaimer informing your Customers, whether they are direct consumers, retailers, or businesses, that these Terms rule the transaction and by ordering from your store, they agree to the terms. It should also specifically call out age restrictions (for example, no one under 18 should be purchasing), and clearly identify your website and business name.
- Order Acceptance and Cancellation – This is a notice that informs your Customer that you retain the right to reject orders, even if your customer receives a confirmation email. This allows you some flexibility incase you have inventory or production issues.
- Prices and Payment Terms – This section should let customers know that the prices listed on the website are accurate, but you retain the right to change the prices as you see fit, at any time. This section also state that the listed price does not include shipping, handling, taxes, and other surcharges that you may charge. This section should lay out your rights to offer promotional pricing at discounts, which may be subject to separate terms and conditions. Finally, the terms of payment should be laid out including information on how you accept payment, and a general requirement that your Customer is allowed to use the payment method they have submitted.
- Shipments; Delivery; and Risk of Loss – As an eCommerce. business, this section is particularly important for laying out how shipping and handling will be processed, including disclaimers that the Risk of Loss passes to the Customer when you hand the products to the delivery service, and you are not responsible or liable for delays in shipment that are outside of your control.
- Returns and Refunds – This section should lay out your refund policy, whether you offer one or not. If you do offer refunds, clearly disclaim how Customers are to request refunds, and rules around who is responsible for shipping and handling returns. If you are a manufacturer selling to retailers or customers, there are some additional terms that can be entered here in case of defective products.
- Manufacturers Warranty and Disclaimers – If you are a Retailer selling to Consumers, this section should clearly notify your Customers that you do not manufacture the products you sell, and are not responsible for defective products. Accordingly, you do not offer any warranties on the products – but your Customers can refer to the manufacturers warranty information included with the packaging of the product. This section should also contain a clear “AS IS” warranty disclaimer, basically stating you are not promising anything about the products you are selling – and it’s up to the manufacturer. If you are a Manufacturer selling to Retailers or Consumers, this section should lay out the limited warranty you are offering for your products – including how long after sale the products should conform to the Customers specifications and that the products were built in a workmanlike manner. Manufacturers warranties should also contain clear “AS IS” warranty disclaimer, basically disclaiming anything but what you have specifically warranted.
- Limitation of Liability – This section should clearly note that the maximum aggregate liability a Customer can claim from you should be limited to the actual amount paid for the product.
- Goods not for Resale or Export – if your business model does not allow for reselling or exporting your products, this section should be used to clearly notify your Customer that resale or export is not allowed – and the Customer is warranting they are purchasing the products for personal use.
- Intellectual Property Ownership – If you are the Manufacturer of the products, or, if you have specific intellectual property rights in the products being sold – this section should specifically lay out what you retain ownership on, and what licenses you are providing to your Consumer or Retailer.
- Miscellaneous Provisions – including your choices around Force Majeure events, Governing Law, Arbitration, Assignment, Waivers, Severability, and incorporating your Terms of Use and Privacy Policy into the Terms and Conditions itself.
LET US HELP
This post is not meant to be a comprehensive breakdown of an eCommerce Terms and Conditions of Sale. There are many more nuances and specifics, and you should have an experienced attorney help you through drafting the right one to make sure your business are protected.
Kader Law can help you through drafting, negotiating, and understanding eCommerce Terms and Conditions of Sale. If you’re interested, feel free to contact us.
This post is not legal advice, and does not establish any attorney client privilege between Law Office of K.S. Kader, PLLC and you, the reader.