This suite of templates covers sales of goods between two businesses. They're not appropriate for use by a consumer who wishes to complain about goods that it has bought from a business and if your complainant is a consumer, you'll need to alter your reply as well.
(See our guide to goods, services and consumer rights for more background and help on handling complaints about your services from consumers.)
If you're responding to a complaint about goods not having been delivered at all, or goods being delivered too late for your customer's purposes, you’ll need our separate suite of response templates for these scenarios.
And if you're the business wanting to complain about goods you've received, you should refer to our guide to complaining when you've received goods that are defective, damaged or not what you requested.
In England and Wales, sales between businesses are governed by the Sale of Goods act.
Check the terms of your contract first
The very first starting point for checking whether your customer is within their rights and for what you may be liable, is what's written in your contract terms. You might set these out in a standard form terms and conditions document that you apply to all of your customers, or they may be contained in a more substantial sale of goods contract that you've negotiated with that particular customer.
You should always make sure that your customers have access to these terms and they understand the basis on which you agree to supply them.
However you've chosen to set out your contract, read them through thoroughly before you start to draft or communicate a reply to this complaint.
Striking the right tone
It can be annoying to spend time and effort choosing what you need, only to find that what you end up with is not at all what you wanted and if that's how your customer feels, they may well be inclined to vent their frustrations, on social media or in written correspondence.
However they choose to make their views known, if their tone becomes aggressive, inflammatory or otherwise inappropriate, do not allow yourself to match that tone of voice or language - it rarely achieves a constructive outcome.
Be concise, factual and unemotional in your reply. If your customer has reached out to you in a written format, you should do them the courtesy of replying in writing too. The benefit of a written reply is also that it creates a helpful paper trail if the complaint escalates and you're unfortunate enough to find yourself subsequently facing legal proceedings.
If your customer publicly says untrue things about you during the course of venting their frustration, you may also wish to consider combining the templates in this suite of correspondence with those in our suite of defamation (untrue statements). Our guide to defamation may also be a helpful read in those circumstances.
For a quick and friendly expert view on your position and your prospects of success, as well as how best to draft this letter, simply select our speak to a lawyer feature and we’ll rapidly match you with the right expert to get you the help you need.
Template Letter 1 - you've had a complaint, let's write a good reply
You should use this letter of response at the start of any correspondence with a business customer who has complained that goods you supplied are faulty, damaged and/or not what the customer requested.
In this letter, we're assuming that you don't accept that the goods were defective, damaged or not what the customer ordered. If they were, you'll need to look at the terms of your contract with the customer, to work out what is your liability in the particular circumstances complained about.
Typically, your customer's complaint is likely to say that your goods were not fit for purpose or of satisfactory quality.
(Of course, if they've simply received the wrong goods and this is an easy fix, you don't need to send this type of letter. Here, we're assuming that this is a more serious complaint than a simply mix up in what was requested.)
What does 'fit for purpose' and 'satisfactory quality' mean?
The law says that goods are of ‘satisfactory quality’ if they meet the standard that a reasonable person would consider to be satisfactory, taking into account any description of the goods, the price (if relevant), and all the other relevant circumstances.
There is, surprisingly, relatively little case law that's of use across the board – primarily because the legislation deliberately keeps the required standard in simple terms, and most cases are decided on their own particular facts rather than detailed legal descriptions (i.e. judgment is often more about whether the goods are good enough, rather than what the law means).
The reference to "a reasonable person" means that this is also an objective assessment, rather than necessarily what the individual purchaser believes.
So if the ordinary person on the street would think that the goods are good enough, then technically, this would indicate that you're in a good position to rebuff the complaint. (However, what's technically right may not persuade a particularly whimsical or sensitive customer, so there's no guarantee that your customer will accept an argument that someone reasonable would have been happy with the goods.)
In relation to what ‘fitness for purpose’ means, there is obviously a bit of crossover between the need for goods to be of satisfactory quality and the need for them to be fit for purpose. An item that is not of satisfactory quality will often not be fit for purpose as well.
The difference though is that while the need for satisfactory quality relates more to the overall standard of the goods, fitness for purpose is more related to the suitability of the goods for a particular use.
Broadly, an item needs to be fit for the purposes to which it would normally be put, and also for any unusual purposes that were notified in advance to the seller – for example, where the customer specifically asked whether the item would be appropriate for a particular use and the salesperson confirmed that it was.
If your customer says they were told something that was not true, (i.e. they're claiming they were mis-sold the goods), or they claim that the goods were not fit for the purpose that they would normally be used, there are some further detailed legal rules about what you're liable for. In either case, it would be wise to take expert advice.
We've included the option for you to make a goodwill gesture, without any admission of fault, since many businesses like to do something where a customer complains, (to keep the custom or to protect their own reputation for being a fair or 'no quibble' trader), even when they know they are not at fault.
For example, you might offer to replace the goods and pay for return costs, or to offer an alternative, or to send someone to fix or examine the goods on the customer’s site.
By including the ‘but without making any admissions’ wording, you reserve all your usual rights and prevent this from being easily pointed to by the customer as an admission of any fault by you.
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