Implied terms in contracts for goods and services

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

  • Implied terms in contracts for goods and services
  • Express and implied contractual terms distinguished
  • The statutory implied terms
  • Sale and supply of goods
  • Supply of services
  • Excluding or modifying implied terms
  • Expressly agreed terms
  • Sale and supply of goods
  • Supply of services

Implied terms in contracts for goods and services

Express and implied contractual terms distinguished

Contractual terms may be either express or implied:

  1. express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms)

  2. implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom. For guidance on implying terms into contracts, see Practice Notes:

    1. Contract interpretation—terms implied by law

    2. Contract interpretation—terms implied by fact

    3. Contract interpretation—terms implied by custom and usage

This Practice Note considers statutory implied terms in contracts for the supply of goods and services, being the terms incorporated 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 business to business contracts for the supply of goods and services only. For information about implied terms in consumer contracts, see

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