Commercial Law Retention of Title
Practical law article: “Terms and conditions for the supply of goods (pro-supplier)” (Document 9-100-
9608). Please read clause 6 only and ensure you also click on the notes to each sub-clause for the
explanatory drafting notes.
Delivery date, place and time.
As delivery is linked to the transfer of the risk in the products, it is in both parties' interests to
define precisely when delivery occurs.
Failure to take delivery: It is in the supplier's interests to provide that if for any reason the
customer does not take delivery of an order on the agreed delivery date, the supplier may
store the goods at the customer's cost.
Each delivery of Products shall be accompanied by a delivery note from the Supplier showing
the Order Number, the date of the Order, the type and quantity of Products included in the
Order[, including the code numbers of the Products,] and, in the case of Products being
delivered by instalments, the outstanding balance of Products specified in an Order
remaining to be delivered.
Preparatory Task 1
ROT CHECKLIST
Legally Essential
Reserving legal title – seller make it clear they are the owner of goods and ownership will not
pass until full payment received.
Right of entry, seizure or sale – right to go on to buyer’s premises and recover the goods.
Not Essential but Recommended
All monies clause – retains title until all outstanding debts to seller have been paid.
Sales to sub-buyers – protects innocent 3rd parties.
Buyer to store seller’s goods separately.
Risk to pass on delivery.
Buyer to insure goods.
Detachable goods clause
Bluff
Mixed/manufactured goods clause
Practical law article: “Terms and conditions for the supply of goods (pro-supplier)” (Document 9-100-
9608). Please read clause 6 only and ensure you also click on the notes to each sub-clause for the
explanatory drafting notes.
Delivery date, place and time.
As delivery is linked to the transfer of the risk in the products, it is in both parties' interests to
define precisely when delivery occurs.
Failure to take delivery: It is in the supplier's interests to provide that if for any reason the
customer does not take delivery of an order on the agreed delivery date, the supplier may
store the goods at the customer's cost.
Each delivery of Products shall be accompanied by a delivery note from the Supplier showing
the Order Number, the date of the Order, the type and quantity of Products included in the
Order[, including the code numbers of the Products,] and, in the case of Products being
delivered by instalments, the outstanding balance of Products specified in an Order
remaining to be delivered.
Preparatory Task 1
ROT CHECKLIST
Legally Essential
Reserving legal title – seller make it clear they are the owner of goods and ownership will not
pass until full payment received.
Right of entry, seizure or sale – right to go on to buyer’s premises and recover the goods.
Not Essential but Recommended
All monies clause – retains title until all outstanding debts to seller have been paid.
Sales to sub-buyers – protects innocent 3rd parties.
Buyer to store seller’s goods separately.
Risk to pass on delivery.
Buyer to insure goods.
Detachable goods clause
Bluff
Mixed/manufactured goods clause
