Implied terms in contracts for goods and services
Implied terms in contracts for goods and services

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Implied terms in contracts for goods and services
  • The implied terms
  • Excluding or modifying implied terms
  • Expressly agreed terms

This Practice Note considers implied terms in contracts for goods and services, being the implied terms incorporated into contracts for the sale and supply of goods and contracts for the supply of services by the Sale of Goods Act 1979 (SGA 1979) and the Supply of Goods and Services Act 1982 (SGSA 1982). It considers what the implied conditions and the implied warranties under the SGA 1979 and SGSA 1982 are and whether it is possible to exclude or modify these implied terms by express provision in the contract for goods or services.

This Practice Note considers implied terms in contracts for goods and services in business-to-business contracts only. For information about implied terms in consumer contracts after 1 October 2015, see Practice Notes: Consumer Rights Act 2015—summary, Consumer Rights Act 2015—goods and Consumer Rights Act 2015—services. For consumer contracts entered into up to and including 30 September 2015, see Practice Note: Consumer remedies for faulty goods and services (pre 1 October 2015) [Archived].

The implied terms

There is no need to make express provision for implied terms, but it is essential to be aware of the impact that an implied term will have when drafting a commercial contract. Terms implied by statute aim to improve efficiency or provide protection for one of the parties to a contract. They can also