Terms And Conditions Of Sale In Australia: What To Include

If you sell products or services in Australia, your terms and conditions of sale are one of the most powerful tools you have to set expectations, reduce disputes and protect your business.

Think of them as your business’ rulebook. They explain how you price and get paid, what happens if delivery is delayed, how refunds work, and where responsibility starts and ends. Clear terms keep things fair and transparent for your customers, and help you stay compliant with Australian law.

In this guide, we’ll break down what terms and conditions of sale are, what to include, how they interact with the Australian Consumer Law, and a practical process to get them drafted and working for your business.

What Are Terms And Conditions Of Sale?

Terms and conditions of sale are the standard contract you use when you sell goods or services to your customers. They set out the legal rights and responsibilities of both parties, from order to payment and after-sales support.

For product businesses, these are often called your Sale of Goods Terms. If you provide services (or a mix of goods and services), you might use broader Terms of Trade that cover quoting, milestones, deliverables and service levels.

Your terms can be presented in several ways:

• On a website checkout (customers click “I agree” to proceed)
• Attached to quotes or order forms
• Printed on the back of invoices or signed as a stand-alone agreement

However you present them, the goal is the same: make the agreement clear before the sale is finalised so there’s certainty for everyone.

Why Your Business Needs Clear Terms (And What Can Go Wrong Without Them)

Most disputes come down to mismatched expectations. Strong terms fix that by setting the boundaries upfront.

Without clear terms and conditions of sale, you risk:

• Late or missing payments because the due date, method or interest on overdue amounts wasn’t set out
• Costly back-and-forth about delivery timeframes, risk of loss in transit, or who pays for freight
• Confusion over what refunds or replacements you offer versus what the law requires
• Liability for things outside your control if your contract doesn’t include appropriate caps and exclusions
• Unenforceable provisions if your terms don’t align with the Australian Consumer Law (ACL) or the unfair contract terms regime

The good news is that well-drafted, customer-friendly terms can reduce chargebacks, speed up cash flow and build trust. They also help you comply with laws you must follow anyway (like the ACL), which lowers legal risk.

What Should Terms And Conditions Of Sale Include?

Your terms should be tailored to what you sell, how you sell it and your risk profile. That said, most Australian businesses will cover the following key areas.

1) Pricing, Quotes And Payment

Be clear about how prices are set (including GST), what’s included or excluded (freight, installation, surcharges), and how long quotes remain valid.

Set practical payment terms (e.g. upfront deposit and balance on delivery, or 7/14/30 days from invoice). If you accept credit cards or direct debit, outline any processing fees and how failed payments are handled.

State your consequences for late payment (for example, suspending supply or charging interest, if permitted). Make sure any late fees are reasonable and clearly disclosed before the sale.

2) Orders, Availability And Delivery

Explain how orders are accepted, whether you can reject or cancel due to stock issues or errors, and when a contract is formed.

Set expectations around delivery windows, partial shipments and backorders. Clarify who bears the risk of loss or damage during transit, and whether you arrange shipping on the customer’s behalf or in your own name.

3) Title And Risk

Many businesses use retention of title clauses (you keep ownership of goods until full payment). If you do, say when title passes and when risk transfers to the customer. This is critical if goods are damaged after delivery but before payment.

4) Returns, Faults And Australian Consumer Law Guarantees

In Australia, the ACL gives customers mandatory guarantees (like acceptable quality and fitness for purpose) that you can’t contract out of. Your terms should reflect these rights in plain English and avoid any wording that suggests “no refunds under any circumstances.”

Outline your returns and change-of-mind policies (if you offer one), and make the ACL position easy to find. If you provide voluntary warranties, ensure your wording meets the “Warranties Against Defects” requirements (including mandatory text and contact details).

5) Warranties And Disclaimers

Alongside the ACL guarantees, you can include your own limited warranties and set reasonable boundaries for things you can’t control (e.g. customer misuse, third-party products, consumables).

Many businesses also include a carefully drafted limitation of liability clause to cap certain losses (for example, limiting indirect or consequential loss). These provisions must be balanced and fair to hold up under the unfair contract terms regime.

6) Intellectual Property And Use Restrictions

If you provide designs, software, training materials or any creative assets, clarify who owns the intellectual property and the customer’s licence to use them. Prevent unauthorised copying or resale where relevant.

7) Privacy And Data

If you collect personal information (which most businesses do, especially online), you’ll need a separate, compliant Privacy Policy. Your terms should reference how you handle data, but avoid duplicating privacy wording so it’s easy to maintain.

8) Online Sales And Website Rules

For eCommerce, your checkout flow should present your terms before purchase and require customers to agree. Pair your sales terms with clear Website Terms and Conditions that govern site use, accounts, user-generated content and acceptable use. If you offer subscriptions or auto-renewals, highlight renewal dates, cancellation steps and notice periods.

9) Delivery Issues, Delays And Force Majeure

Address what happens if supply is delayed due to events outside your control (e.g. carrier delays, shortages, natural disasters). A force majeure clause can help manage these risks in a fair, transparent way.

10) Termination, Suspension And Default

Reserve the right to suspend services or withhold further supply if invoices are overdue, or if a customer breaches the terms. If you sell on account terms, include your right to recover costs of collection where lawful.

11) Dispute Resolution And Governing Law

Set a sensible process if issues arise (for example, a good-faith negotiation before formal action). Confirm governing law and jurisdiction (usually the Australian state or territory where you operate).

12) Unfair Contract Terms (UCT) Compliance

Australian law now prohibits unfair terms in standard form contracts with consumers and many small businesses. This can affect caps on liability, unilateral variation rights, automatic renewals, and broad termination rights.

Work with a lawyer to ensure your terms are balanced and compliant. If you already have standard terms, consider a UCT review and redraft to reduce the risk of any clause being void or penalties for using unfair terms.

Do Online And In-Store Sales Need Different Terms?

The core protections and ACL compliance are the same whether you sell in-store or online. The differences are in how customers see and accept your terms, and a few operational details.

If You Sell In-Store

• Display a short version of your refund and returns policy at point of sale (and ensure it aligns with the ACL)
• Make full terms accessible through a QR code or on receipts/invoices
• Train staff to handle warranty and ACL enquiries consistently with your written policy

If You Sell Online

• Use a checkbox at checkout so customers actively agree to your terms
• Make key information (pricing, shipping timeframes, returns) visible before purchase
• Keep your Website Terms and Conditions and Privacy Policy easy to find in your footer
• Ensure your email and SMS communications comply with spam and privacy requirements

If you sell both ways (omnichannel), keep your policy settings consistent so a customer gets a similar experience whichever channel they choose.

How To Create And Implement Your Terms (Step-By-Step)

If you’re starting from scratch or your current small-print needs a refresh, here’s a practical process that works.

Step 1: Map Your Sales Process

List how customers find you, how they order, how you confirm, what happens next (production/pick/pack), how you ship or deliver, and how you get paid. Identify the pain points you’ve seen before: late payers, warranty confusion, shipping disputes, scope creep.

This mapping drives your terms: each friction point gets a clear clause to prevent repeat issues.

Step 2: Prioritise Must-Have Clauses

For most product businesses, the critical clauses are pricing and payment terms, delivery and risk, returns/ACL, warranties, and liability caps. For service businesses, add scope of services, milestones, change requests and service levels.

Step 3: Draft In Plain English

Write so a customer can read and understand the key points quickly. Short sentences, helpful headings and examples go a long way. Avoid legalese where possible.

Step 4: Check ACL And UCT Compliance

Review your refunds wording, any exclusions or limitations, and whether your contract could be considered “standard form” under the unfair contract terms regime. Balance is key-protect your business, but don’t overreach.

Step 5: Align With Your Other Policies

Make sure your terms don’t contradict your other documents. For example, your voluntary warranty should match your Warranties Against Defects wording, and your sales terms should refer to the correct Privacy Policy and website rules.

Step 6: Choose The Right Format

Decide how customers will accept your terms:

• Website checkout tick-box (for eCommerce)
• Signature on a quote or order form (B2B or larger orders)
• Printed or linked terms on invoices (for repeat customers)

The closer to “clickwrap” or signature you get, the stronger your position if there’s a dispute about whether terms apply.

Step 7: Implement And Train

Load your latest terms everywhere they need to appear (website, POS, invoice templates, quoting software). Train your team to point customers to the terms and follow them consistently.

Step 8: Review Regularly

Set a reminder to review your terms at least annually, or sooner if you change pricing models, add new products, expand interstate, or see emerging issues. Laws evolve, and your terms should evolve with them.

Common Mistakes To Avoid Under The Australian Consumer Law

Getting your terms right isn’t just about good drafting-it’s also about avoiding traps that can put you offside with regulators or customers.

• “No Refunds” Blanket Statements: You can’t exclude ACL guarantees. You can explain your policy for change-of-mind returns, but you must still honour remedies where goods or services fail the guarantees.
• Unclear Warranty Wording: If you offer a voluntary warranty, include the mandatory text and contact details required for “warranties against defects.” Avoid vague promises you can’t meet.
• Unfair Contract Clauses: Watch out for one-sided terms like unlimited liability caps for the customer only, unilateral price changes without notice, or automatic renewals without clear cancellation options. These may be void and attract penalties.
• Hiding Key Information: Important details like total price (including GST), delivery fees, and subscription renewals should be upfront, not buried in fine print.
• Misleading Representations: Ensure your advertising, product descriptions and sales reps don’t overpromise. Keep your terms aligned with what you actually deliver to avoid misleading or deceptive conduct.
• Missing Website And Privacy Foundations: If you sell online, pair your sales terms with solid Website Terms and Conditions and a compliant Privacy Policy so the full customer journey is covered.

If you sell physical goods, round out your contract stack with tailored Sale of Goods Terms or, for mixed offerings, robust Terms of Trade. This ensures your processes and legal protection match how you actually operate day to day.

Key Takeaways

• Terms and conditions of sale are your standard contract with customers and are essential for setting expectations, getting paid on time and reducing risk.
• Cover key areas like pricing and payment, delivery and risk, ACL-compliant refunds and warranties, IP, data and privacy, dispute resolution and fair liability limits.
• If you sell online, present your terms at checkout and pair them with clear Website Terms and Conditions and a compliant Privacy Policy.
• Make sure your terms honour Australian Consumer Law guarantees and are balanced under the unfair contract terms regime.
• Map your sales workflow, draft in plain English, align with your other policies and review regularly as your business and laws evolve.
• Tailored documents-such as Sale of Goods Terms or broader Terms of Trade-will better reflect your business and help prevent disputes.

If you’d like a consultation on drafting or reviewing your terms and conditions of sale, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.