Sale of Goods Act 1979: Compliance Guide for E‑Commerce & B2B

If you’re running an eCommerce business that sells products to other businesses, chances are the Sale of Goods Act 1979 still underpins your legal obligations-even if you’ve heard more these days about the Consumer Rights Act or GDPR compliance. For B2B (business-to-business) sales, the legacy of this Act is very much alive and well. While consumer law in the UK has evolved, the Sale of Goods Act remains crucial for online sellers trading with other companies. Navigating its requirements is not just a legal box-tick: it’s a foundation for good trading relationships and risk management as your business grows. So, how does the Sale of Goods Act affect your eCommerce operations? And what practical steps should you take to make sure your store is compliant, protected, and future-proof? Let’s break down what you need to know.

What Is The Sale Of Goods Act 1979, And Why Does It Matter For eCommerce?

The Sale of Goods Act 1979-sometimes referred to as the “goods and sales act”, “goods act 1979”, or simply the "goods act"-is a cornerstone of UK commercial law for business sales. It sets out your main obligations when selling goods (physical products) to other businesses, covering areas like fair ownership, description, and fitness for purpose. Here’s why it still matters for online sellers:

• Business-to-business focus: Since 2015, consumer sales are governed mainly by the Consumer Rights Act, but any contracts with other companies (“B2B sales”) still default to the Sale of Goods Act (unless you specifically agree otherwise in your contract).
• Implied terms you can’t ignore: The Act automatically adds certain promises-or "implied terms"-into your contracts, even if they’re not written down. Your customers expect these by default.
• Online sales included: The rules apply wherever you're selling-whether on your own website, through a B2B platform, or via marketplace channels.
• Reputation and risk management: Meeting (and documenting) these standards is key for trust and to avoid disputes that could interrupt your operations, damage your brand, or result in costly claims.

In short, the Sale of Goods Act 1979 is still a core piece of UK law that shapes how you must sell goods to other businesses-and what those businesses can expect when they buy from you.

How Is The Sale Of Goods Act Different From Consumer Law?

If you’ve been searching around, you might have seen references to both the Sale of Goods Act and the Consumer Rights Act 2015. So, what’s the difference for your eCommerce store?

• Consumer Rights Act: Applies to B2C sales (business-to-consumer), protecting individual shoppers and giving them stronger rights-like easier returns and refund guarantees. This law does not generally apply if you’re selling to other businesses.
• Sale of Goods Act 1979: Applies to B2B sales (business-to-business), unless your contract specifically “opts out” of its terms (which comes with its own legal complexities).

Here’s the bottom line: if your main customers are businesses, you’ll generally need to focus on the Sale of Goods Act 1979. It’s still the law that governs the minimum quality, ownership, and risk standards for B2B sales-whether you’re a manufacturer, wholesaler, supplier, or specialist online retailer. For more on how consumer law affects eCommerce, see our guide to UK consumer protection laws.

Does The Sale Of Goods Act Apply To My eCommerce Business?

Let’s get specific. The Sale of Goods Act covers the sale of goods for money between two parties acting in the course of business, usually as companies or sole traders. In particular, the Act applies if:

• You’re selling physical products, not a pure service (digital goods and certain “mixed” contracts may need tailored advice).
• You and your buyer are (or are acting as) businesses. Most transactions between companies, partnerships, or sole traders are in scope.
• You don’t have a contract that deliberately excludes all or part of the Act: Note: excluding statutory protections is both tricky and sometimes not allowed if it would be “unreasonable."

If you’re selling “business to consumer,” different rules apply-see legal requirements for online businesses for more.

What Are The Implied Terms Under The Sale Of Goods Act?

One of the key features of the Sale of Goods Act is that it “implies terms” into every qualifying sale contract-even if you don’t write them in (and even if you’re not aware they're there). Here are the main ones you need to know:

• Right to sell: You must have the legal right to sell the goods at the time of sale.
• Goods must match their description: Anything stated in the contract, marketing materials, or website must be accurate (sizes, features, brand, model etc).
• Goods must be of satisfactory quality: This means meeting the standard a reasonable buyer would expect-including durability, condition, and appearance.
• Goods must be fit for purpose: If the buyer makes clear what they want the goods for, your product must be suitable for that use.
• Right to “quiet possession”: The buyer can use and enjoy the goods without interference or future claims (for example, no leased goods being repossessed).
• No undisclosed charges: All costs, restrictions, or third-party rights must be made clear at the point of sale.

Some of these may sound obvious-but they're at the heart of the Act. If something goes wrong with your supply, fulfilment, or product, your buyer may have a claim regardless of what your Ts & Cs say. If you want to read more on how to set up your Online Goods & Services Terms & Conditions in line with these requirements, check out Sprintlaw’s expert guides.

What Counts As “Acceptance” Of Goods In B2B Sales?

One tricky area for online and eCommerce sellers is the concept of “acceptance.” Under the Sale of Goods Act, there’s a moment when your buyer is considered to have accepted the goods-after which their rights to reject them become much more limited.

• Receipt and retention: Once your buyer receives the delivery and keeps the goods (without promptly objecting or returning them), that can count as acceptance.
• Use of the goods: If your buyer uses the goods, this usually qualifies as acceptance.
• Inspection period: Some time must be allowed for a reasonable inspection, but this isn’t open-ended.

For eCommerce, you may want to spell out clearly in your agreement, order confirmations, or shipping policies what your process is for checking and returning goods. This can avoid nasty surprises or disputes down the track. For help drafting compliant Sale of Goods Terms, speak to our team.

What Should Be In My B2B eCommerce Terms And Conditions?

To keep your business protected (and to set clear expectations for your B2B buyers), it’s essential to have up-to-date, professionally drafted terms and conditions that align with the Sale of Goods Act. Here’s what to include:

• Accurate product descriptions: Don’t exaggerate or make claims your goods can’t meet-what you advertise must be what’s delivered.
• Acceptance and returns process: Clearly set out what counts as acceptance and how returns (if offered) are handled.
• Ownership and risk transfer: When does ownership of the goods pass to the buyer? When does liability for damage or loss? The Act has default rules, but these can sometimes be agreed otherwise.
• Payment, delivery, and incidental costs: Be open about all charges-hidden fees or surprise costs land you in hot water.
• Any contract “opt-outs”: If you are a large B2B supplier and want to contract out of some parts of the Act, be sure this is fair, reasonable, and legally allowed.

It’s not enough to use generic templates-especially as your business grows or starts trading internationally. Proper contract drafting is your best protection.

Compliance Checklist For eCommerce Owners

Here’s a quick compliance checklist to help you review your position under the Sale of Goods Act 1979:

• Do your product descriptions match what you deliver?
• Are your goods fit for the known purposes your B2B buyers have?
• Is your payment, shipping and risk allocation policy transparent?
• Is it clear when buyers “accept” the goods, and what happens after?
• Have you checked your terms for hidden or unreasonable exclusions?
• Do your internal docs (e.g. contracts with suppliers) reflect your obligations to buyers?
• Do you seek legal advice when selling very high value or high risk items?

If you answered “no” or “I’m not sure” to any of these, it’s time to review your contracts-before issues arise.

What Happens If I Don’t Comply With The Sale Of Goods Act?

If your terms, product, or process fall short of the Sale of Goods Act’s requirements, your buyer could:

• Reject the goods and refuse to pay;
• Cancel the contract and demand a refund;
• Claim compensation for losses caused by breach of implied terms;
• Seek damages or escalate to formal dispute resolution.

Worst-case scenario? You’re ordered to pay significant damages, or your relationship with a key trading partner is ruined. That’s why it’s so important to review your contracts, policies, and compliance regularly to ensure you’re managing risk as your business evolves.

Ongoing Legal Considerations For Growing eCommerce Businesses

As your business matures, the Sale of Goods Act is only one part of your legal landscape. You should also consider:

• Privacy and data compliance: Essential if you collect any buyer information. Our Privacy Policy (GDPR) packages can help.
• Supplier contracts: Make sure your upstream supply agreements match your downstream customer obligations to avoid getting caught in the middle.
• IP protection: Are you protecting your brand (trade marks), product designs, and innovations?
• International sales: Trading across borders? You may need to adapt your documents for other jurisdictions’ equivalents of the Sale of Goods Act, and possibly draft internationally enforceable contracts.

It can feel like a lot. But getting these legal foundations right early on means fewer headaches, less risk of litigation, and smoother scaling in the long run.

How Can Sprintlaw Help With Sale Of Goods Act Compliance?

At Sprintlaw, we specialise in making legal easy for eCommerce and B2B businesses-whether you’re just launching or scaling up. From reviewing and updating your terms & conditions, to checking your compliance with the Sale of Goods Act, to handling supplier and distribution agreements, we’ve got you covered. Our membership offers unlimited, on-demand access to legal advice and contract services for a fixed monthly fee-so you’re never left in the dark or stuck with unexpected costs. Plus, you’ll have proactive support as your obligations evolve and new opportunities arise. Wondering if your current contracts are Sale of Goods Act compliant? Want to prepare your business for risk-free trading? Chat to our friendly team today for a free, no-obligation consultation.

Key Takeaways

• The Sale of Goods Act 1979 remains a key law for B2B eCommerce sales in the UK-even though consumer contracts are now mostly covered by the Consumer Rights Act.
• The Act implies terms into every contract for the sale of goods-such as right to sell, satisfactory quality, and fitness for purpose-that you can’t simply contract out of in most cases.
• “Acceptance” of goods by your buyer marks a turning point-after this, their legal rights to reject goods are reduced, so clarify your processes.
• Your eCommerce Ts & Cs need to be tailored to B2B requirements, setting clear policies for description, delivery, returns, and risk transfer.
• Regular contract reviews are essential, particularly as your product range or trading relationships evolve.
• For expert help, Sprintlaw can review your compliance, update your contracts, and provide ongoing support for peace of mind.

If you’d like guidance or a contract review for your B2B eCommerce business, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.