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Sale of goods agreement (Scotland)

A sale of goods agreement sets down the terms on which physical products are sold: the goods, their price, the delivery arrangements, the transfer of ownership and risk, the quality promised and the consequences if the goods prove faulty. In business-to-business sales the Sale of Goods Act 1979 supplies any missing terms; consumer sales fall under the Consumer Rights Act 2015.

Prepared by a retired English qualified solicitor (LLB, LLM) · reviewed 24 September 2026 · Scots law · how we draft · recent changes

When you need one

It is worth having one for every substantial sale of goods between businesses, whether a single order or a continuing supply, and wherever you need certainty on delivery, liability for defects and retention of title.

What it should contain

Goods and specification

The goods being sold, how many, and the specification they must meet.

Price and payment

The price, whether VAT and delivery are included, and when payment falls due.

Delivery

The place, timing and method of delivery, and the consequences of delivering late.

Risk and title

When risk passes to the buyer, plus a retention of title clause keeping ownership with the seller until payment.

Quality and defects

Warranties on the goods, and the remedies open to the buyer for faults.

Limitation of liability

A limit on the seller's liability, except for liabilities the law forbids excluding.

Points specific to Scotland

The Sale of Goods Act 1979 applies in Scotland. In Scots law a retention of title clause is effective for the goods themselves, but an attempt to extend it to the proceeds of resale is generally not.
Claims must usually be brought within five years under the Prescription and Limitation (Scotland) Act 1973.

Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.

Common mistakes

Omitting a retention of title clause, so that a seller who has not been paid is left as an unsecured creditor on the buyer's insolvency.
Vague delivery terms, leaving it uncertain who carries the risk of transit damage.
Attempting to exclude the statutory terms on quality in a sale to a consumer, which the law prohibits.

View a specimen sale of goods agreement, a brief example of the structure and principal clauses, set out in the form the app generates.

Quick answers

When does ownership pass to the buyer in Scotland?

At the time the parties intend. Under a retention of title clause, the seller remains owner until the whole price has been paid; in the absence of such a clause, ownership will often transfer when the contract is concluded.

Can a seller exclude liability for faulty goods in Scotland?

With a business buyer, only so far as that is reasonable. Where the buyer is a consumer, there is no way to exclude the statutory rights requiring goods to be of satisfactory quality.

Draft your sale of goods agreement now

Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a sale of goods agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.

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Reviewed 2026-09-24. General legal information about Scots law, not legal advice.