Selling goods online? When do you become legally bound to deliver?

In order for a legally binding contract to come into force under UK law (whether online or otherwise), there must be (i) an offer, (ii) an acceptance, (iii) some form of consideration and (iv) an intention from both sides to create a legally binding agreement.  The point at which these four conditions are met can sometimes be difficult to ascertain when goods are being sold online.

Displaying items for sale on a website does not constitute an ‘offer’ under UK law.  Instead, it is an invitation for third parties to make an offer to buy.  By placing an item in a shopping basket online, a consumer is making an offer to buy those items at the price and on the terms listed on the website.  However, a binding contract will only be formed online when the supplier accepts an order and confirms receipt of the consideration.

Rebecca Gardner, Corporate and Commercial Partner at Howat Avraam Solicitors comments:  To avoid customers insisting that goods are sold at the price listed on a website, many businesses delay their acceptance of the customer’s ‘offer’ by first issuing an order acknowledgement.  This enables the supplier to decline a customer’s offer if it transpires that there are errors on the website or that the item is no longer available.  If a confirmation or acceptance is automatically issued on receipt of an order, a binding contract has been formed and the supplier will be in breach of contract if they fail to deliver on the terms originally listed.  In order to avoid allegations from consumers that they have been misled, the supplier’s standard terms of business should set out the contractual process and make clear at what point the legally binding contract will be formed.


Howat Avraam Solicitors provide Corporate, Commercial, Employment, Intellectual Property and Contract Dispute advice to companies, business owners and individuals.  As business owners ourselves, we have a pragmatic in-house approach to resolving issues before they arise by working alongside our clients, often on monthly retainers.  We are commercial, practical and entrepreneurial in our approach to legal services.

To discuss any Corporate or Commercial matter on a no obligation basis, please contact Rebecca Gardner on 020 3735 6700 or email Rebecca at  Alternatively, visit our website at

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