Buying as a Business: Why the Consumer Rights Act Does Not Apply and What Replaces It

The Consumer Rights Act 2015 is the law most people have heard of, and the one most often quoted in a dispute about a delivery. For most laboratory purchases it does not apply. It protects consumers, meaning individuals acting for purposes wholly or mainly outside their trade, business, craft or profession ^[1]. A university, a company or a contract lab is not an individual, and a researcher ordering on a cost code is buying for their employer's purposes.

What applies instead is older and, in places, less generous: the Sale of Goods Act 1979 for goods and the Supply of Goods and Services Act 1982 for services. This article sets out the definitions, the terms that carry across, and the three places where a business buyer ends up worse off than a consumer. The narrower question of when risk passes on a parcel left in a safe place is covered separately in this cluster. What follows describes the statutes as published and is not legal advice on any contract.

Who is a consumer

The Act defines a consumer as an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession. A trader is a person acting for purposes relating to their trade, business, craft or profession, whether personally or through someone acting in their name ^[1]. Where a trader claims that an individual was not acting as a consumer, it is for the trader to prove it.

The sole trader is the case worth pausing on. A self-employed researcher or consultant is an individual, but when buying supplies for the business they are acting for purposes relating to it, and the words "wholly or mainly" work against them where the purchase is for work ^[1]. The sensible default is to assume business terms apply and to read the supplier's terms of sale on that basis.

What the Sale of Goods Act gives a business buyer

Where a seller sells goods in the course of a business, the Sale of Goods Act implies a term that the goods are of satisfactory quality: the standard a reasonable person would regard as satisfactory, taking account of any description, the price if relevant, and all the other circumstances ^[4]. Quality includes state and condition, and covers fitness for the purposes such goods are commonly supplied for, appearance and finish, freedom from minor defects, safety and durability.

Where the buyer makes known a particular purpose for which the goods are being bought, there is also an implied term that they are reasonably fit for that purpose ^[4]. This is why a specification belongs in writing on the order. "Supplied with a batch-specific certificate of analysis" or "shipped chilled" written on the purchase order is part of what was bought; the same words said on the telephone are an argument waiting to happen.

Section 14 does not apply to consumer contracts, which are governed by the Consumer Rights Act instead ^[4]. The two regimes run side by side, each for its own buyers, and a single supplier may be selling under both on the same day.

For services supplied in the course of a business, such as third-party testing, calibration or installing a laboratory fridge, the Supply of Goods and Services Act 1982 implies a term that the supplier will carry out the service with reasonable care and skill ^[9]. It is a duty of care, not a guarantee of result. A testing laboratory that did its work properly is not in breach because the answer was unwelcome.

Three places a business buyer is worse off

Rejection first. A consumer has a short-term right to reject faulty goods, lasting until the end of 30 days beginning with the first day after ownership or possession has passed, the goods have been delivered and any required installation is complete ^[2]. A business buyer has no fixed window. It can reject goods that breach an implied condition only until it has accepted them. Acceptance happens when the buyer says it accepts, does something with the goods inconsistent with the seller's ownership, or keeps them beyond a reasonable time without telling the seller it rejects them ^[8].

The protection a business buyer does have is the right to examine. A buyer who has not previously examined the goods is not deemed to have accepted them until it has had a reasonable opportunity to check that they conform to the contract ^[8]. That is the legal case for a proper goods-in check: inspect on arrival, against the order, and record the result. A written set of acceptance criteria for incoming material is what turns "reasonable opportunity" into something you can show you took.

Minor defects second. Where a breach of the implied terms on description, quality or sample is so slight that it would be unreasonable for the buyer to reject the goods, a business buyer cannot treat it as a breach of condition. It may be treated only as a breach of warranty, remedied by damages rather than rejection ^[5]. The section does not apply in Scotland, and the contract can say otherwise. A scuffed outer carton is not grounds to send back a correctly documented order; a missing certificate that the order required may well be.

Risk third. For consumers, goods remain at the trader's risk until they come into the physical possession of the consumer or a person the consumer has identified, unless the consumer commissioned a carrier the trader did not offer ^[3]. For business buyers the default is different. Unless otherwise agreed, risk passes with ownership, whether or not delivery has been made ^[6], and where the seller is authorised or required to send the goods, handing them to a carrier is prima facie delivery to the buyer ^[7].

That does not leave a business buyer without protection in transit. The seller must make a contract with the carrier that is reasonable given the nature of the goods and the other circumstances. If it does not, and the goods are lost or damaged on the way, the buyer may decline to treat delivery to the carrier as delivery to itself, or hold the seller responsible in damages ^[7]. For temperature-sensitive research material the statute supplies the test; whether an untracked economy service met it depends on the facts and the terms both sides agreed.

What "unless otherwise agreed" means in practice

Most of the business-to-business rules are defaults. A seller's terms of sale can move risk, limit remedies and set a period for reporting defects, and a university's purchase-order terms often try to move them back. Whichever set of terms actually governs the contract decides most disputes before anyone reaches the statute.

1. Read the supplier's terms of sale before ordering, especially on risk, reporting periods and returns.
2. Check whether your organisation's purchase-order terms claim to override them, and whether the supplier has accepted that.
3. State specifications, required documents and the delivery method on the order.
4. Inspect on arrival and record the result the same day.
5. Report any problem in writing and promptly, with photographs and the batch number.

None of this turns a business buyer into a consumer, and nothing on a supplier's returns page can. It does mean the protection that exists gets used, rather than lost to a reasonable time that ran out while a parcel sat unopened on a bench.