This clause sets out how you (or your customer) will check that goods or services actually work before paying the full price. It defines what "passing" means, how long testing takes, and what happens if something fails. This matters because without it, you might pay for something broken, or a customer might refuse to pay claiming defects that don't exist. In UK law, the Sale of Goods Act 1979 gives buyers a right to reject faulty goods, but acceptance testing clauses let you agree in advance exactly how and when that rejection can happen—preventing later disputes.
Push for a clear, measurable definition of what "pass" means (for example, "system must process 1,000 transactions per minute with 99.9% accuracy"). Set a realistic testing period—typically 5-30 days depending on complexity—and specify who pays if tests fail and the product must be fixed. If you're the seller, try to limit how many times the buyer can re-test after you've fixed issues. ---
Frequently Asked Questions
What does this clause mean in simple terms?
This clause sets out how you (or your customer) will check that goods or services actually work before paying the full price.
Why should I care about this clause?
It defines what "passing" means, how long testing takes, and what happens if something fails.
What are my options?
This matters because without it, you might pay for something broken, or a customer might refuse to pay claiming defects that don't exist.
How does this affect small businesses?
In UK law, the Sale of Goods Act 1979 gives buyers a right to reject faulty goods, but acceptance testing clauses let you agree in advance exactly how and when that rejection can happen—preventing later disputes.