As Is Sales Agreement Template for England and Wales

An As Is Sales Agreement allows you to sell goods in England and Wales while limiting your liability for the condition and quality of the items. This contract is particularly valuable when selling second-hand goods, surplus inventory, or items with known defects, as it helps protect you from future claims while ensuring compliance with English and Welsh consumer protection laws.

When do you need this document?

You need an As Is Sales Agreement when selling goods where you cannot or do not want to provide warranties about condition or quality. This includes selling vintage items, ex-display goods, surplus business inventory, or property clearance items. The agreement is essential for auction sales, estate sales, and business-to-business transactions involving used equipment or machinery. You also need this document when selling goods with visible wear, known defects, or items being sold for parts or scrap value.

Key legal considerations

Your As Is Sales Agreement must carefully balance excluding warranties with mandatory legal protections that cannot be waived. The description of goods section requires detailed accuracy, as misrepresentation claims under the Misrepresentation Act 1967 cannot be fully excluded even in as-is sales. Price and payment terms must be clear and reasonable, particularly if you're including inspection periods or return policies for specific defects. The as-is provisions need careful drafting to ensure they're enforceable under the Unfair Contract Terms Act 1977, which requires exclusion clauses to pass a reasonableness test. You must also consider whether an independent inspection clause is appropriate, as this can strengthen your position by demonstrating the buyer had opportunity to assess the goods' condition.

Legal requirements in England and Wales

Under the Sale of Goods Act 1979, certain implied terms about quality and fitness cannot be completely excluded, particularly in consumer sales. The Consumer Rights Act 2015 provides additional protection for individual buyers, meaning your as-is clauses must acknowledge that consumer statutory rights for satisfactory quality, fitness for purpose, and matching description cannot be fully waived. For business-to-business sales, you have more flexibility in excluding warranties, but the Unfair Contract Terms Act 1977 still applies to ensure reasonableness. Your agreement must comply with the Supply of Goods and Services Act 1982 if any services are included alongside the goods sale. The contract must also provide clear dispute resolution mechanisms and specify the governing law as England and Wales to ensure enforceability in local courts.