Buyer's rights - business-to-business sales

A seller will be in breach of the contract if they don't comply with their obligations created by its express and implied terms. The seller's obligations create corresponding rights and remedies for the buyer.

The 2 main remedies of a buyer in a business-to-business sale are to:

  • reject the goods and get a refund of the price (or not pay the price if they haven't yet done so)
  • claim damages for loss caused by the breach of contract.

Generally, the buyer can reject the goods if you breach the implied terms discussed above (See 'Terms implied by legislation' in the Seller's duties section). However, if the breach is so slight that it would be unreasonable to reject the goods, a commercial buyer is only entitled to damages instead. A buyer may also be able to reject the goods and terminate the contract if the breach of an express term of the contract is so serious it significantly deprives them of the benefit of the contract, or if the contract expressly gives this right.

The buyer will lose the right to reject the goods if they've accepted them. The buyer might accept the goods by:

  • saying they've accepted them
  • behaviour such as using them, selling them on, or
  • keeping them for more than a reasonable time.

If the goods have been accepted, the buyer will only be able to claim damages.

If the buyer rejects the goods and gets a refund but is still out of pocket, they can claim damages as well. For example, the buyer may claim loss of the profit they'd have earned by reselling the goods. If the buyer doesn't reject, or isn't entitled to reject, their only remedy is damages. They can claim damages for the loss which would normally result from that breach. They can also claim for any unusual loss that you could have expected to arise from any special circumstances the buyer told you about when the contract was made.