Promotional products supply contracts: terms in writing

What to take away

How this list was scoped

This guide covers supply contracts for branded promotional products, where an England-based buyer commissions print, embroidery or engraving. Inclusion rests on written terms, not order size or sector. Nothing is ranked by price. Sources are UK legislation and regulator guidance, and single cases need a qualified adviser.

1. Name the parties, the goods and the signatory

Name the paying legal entity, not the email trading name. List quantities, blank sizes and colour references, and add the company number and registered office to the same clause.

If a distributor sources from a third party, say who is liable for faulty stock. Contracts naming the wrong company are hard to enforce; see the promotional merchandise UK rules and compliance guide for a practical overview.

2. Fix the specification, artwork licence and approval window

Artwork is the asset most often disputed. Agree who owns the logo files, how long the supplier may hold them, and whether it can reuse the design.

Keep the licence narrow in time, territory and media, set it out in the schedule, and set a written approval step with a named person and deadline. If approval slips, delivery usually slips with it.

3. Tie payment to delivery against your live date

State if delivery means your office or venue, and who pays for a refused pallet. Risk and title can pass at different moments, so put both in writing.

For a fixed event, add a backstop date and state the remedy if the supplier misses it, such as a right to cancel and recover sums paid or claim damages for proven loss. For business-to-business sales, the Sale of Goods Act 1979 may imply terms as to satisfactory quality and fitness for purpose, depending on the circumstances. State the inspection and notice process and whether non-conforming goods may be rejected, repaired or replaced, and how losses are handled. If the supplier keeps title until the final invoice clears, say so plainly.

Record who insures goods in transit, because silence tends to favour the supplier.

4. Check the product rules behind the branding

Product requirements depend on the item and where it is placed on the market. In Great Britain, toys are covered by the Toys (Safety) Regulations 2011 and electrical equipment by the Electrical Equipment (Safety) Regulations 2016. Drinkware intended for food contact is subject to food-contact rules, including Regulation (EC) No 1935/2004 and the Materials and Articles in Contact with Food (England) Regulations 2012. Marking requirements apply to some product categories, and the route differs in Northern Ireland. The GOV.UK guidance on CE marking explains which products need marking and how the UKCA system works.

The duty usually sits with the business that places the goods on the market, which may be you rather than the decorator. Ask the supplier to confirm in writing which regime applies before the order is confirmed.

5. Match every promotional claim to the CAP Code

The Advertising Standards Authority (ASA) administers the non-broadcast CAP Code. Rule 2.1 requires marketing communications to be obviously identifiable; rule 3.1 prohibits misleading advertising; and rule 3.7 requires evidence for objective claims. The ASA news and updates page tracks regulatory changes that affect promotional products advertising, so check it before a campaign goes live. Claims about origin, recycled content or safety need evidence in advance. A complaint is a poor moment to start looking.

6. Handle cancellation, unfair terms and remedies

The Digital Markets, Competition and Consumers Act 2024 covers consumer protection and competition rules that reach branded goods, including how offers are presented. The Competition and Markets Authority (CMA) has direct enforcement powers under the Act; Trading Standards also enforce consumer protection law. For business-to-consumer sales, the Consumer Rights Act 2015 sets statutory rights where goods are faulty, including repair or replacement and, where applicable, price reduction or the final right to reject. Read the text of the Digital Markets, Competition and Consumers Act 2024 before drafting terms that restrict refunds or auto-renew a subscription. Business-to-business deals sit outside much of this regime. Consumer-facing giveaways do not.

What a variation clause should cover

Variations are a common source of invoice disputes. Require any change to quantity, artwork or date to be confirmed in writing by both sides, with the price effect stated first. A verbal nod from a colleague should not bind the company.

Where disclosure duties sit

Paid partnerships and gifted items can carry labelling duties outside the supply contract. The ASA's guidance on recognising ads and CAP Code rule 2.1 explain the need to make marketing communications obviously identifiable. Use the disclosure checklist when a creator campaign runs alongside a branded drop. Contract terms and ad disclosure follow different rules.

Score each contract against one rubric

Weight the criteria to your own risk, then score each supplier. A written rubric stops a cheap quote winning on price alone. Review the scores with the supplier before signature, so gaps get closed rather than argued about later.

Common questions

Does a merchandise order need a written contract?

Not always by law, but written terms decide what happens when something goes wrong. A short purchase order with specification, dates and remedies beats an email chain.

Which law governs a contract with a Scottish supplier?

For an England-based buyer, expressly choose the law of England and Wales in the contract. A Scottish supplier may otherwise propose Scots law and a Scottish court, so check the governing-law and jurisdiction clauses before signing. Consumer protection law is broadly shared across the UK. Contract rules are not.

Do consumer giveaways add duties for a business?

Yes, because unfair commercial practices rules apply to how offers are described and run. Keep conditions plain and check the terms before a campaign launches.