B2B Sales for Small Suppliers: How to Agree on Delivery and Get Paid

To sell goods to other businesses, a supplier needs to agree on the exact order contents, check the buyer, determine how the contract will be concluded, and set delivery and payment terms. Before the first delivery, gather these details in a single order record: who is buying and signing the documents, which goods are needed, when they must be delivered, and when payment is due.

B2B stands for Business-to-Business, meaning sales between businesses. This article covers the supply of goods for business activities in Ukraine. For these relationships, Article 712 of the Civil Code of Ukraine provides for a supply contract: the supplier delivers the goods within an agreed period, and the buyer accepts and pays for them. Build your practical workflow so that each of these actions can be documented.

Find out who places the order, approves it, and pays for the goods

In a small shop, the owner may make every decision. With another buyer, a merchandiser may choose the assortment, a manager approve the budget, a warehouse worker accept the delivery, and an accountant make the payment. After your first conversation, find out what authority your contact has and record the details of everyone whose involvement is needed for the order.

• Purchasing initiator explains what the goods are needed for, which specifications are essential, and what is unsatisfactory about current deliveries.
• Approver confirms the price, quantity, delivery date, and whether advance payment is possible.
• Authorized signatory concludes the contract on the buyer’s behalf. Verify their authority separately.
• Recipient accepts the goods, checks the quantity and packaging condition, and records any discrepancies.
• Payment contact receives the invoice and tells you which documents are required to process payment.

Practical recommendation: end the conversation with a specific agreement. For example: “You send us the item codes and quantities; by the agreed time, we’ll check stock and send you an offer. Your manager will approve the final terms.” Record the next action, who is responsible, and the date so the request does not go unanswered.

Turn the buyer’s needs into a precise order

Before calculating the price, ask whether the buyer will resell the goods or use them in their own operations. For resale, confirm the required item codes, sizes, colors, and package contents. For in-house use, check compatibility, operating conditions, and required accompanying documents. The intended use of the goods has legal significance: under Article 673 of the Civil Code of Ukraine, if the buyer tells the seller the specific purpose of the purchase when concluding the contract, the seller must deliver goods suitable for that purpose.

We recommend preparing a specification: an agreed list of goods with their characteristics and quantities. For each item, state the item code, full name, unit of measure, number of units per package, number of packages, and total quantity. If the buyer selected goods from a sample, identify the approved sample in the documents. This helps warehouse staff pick exactly what was ordered.

Agree on substitutions separately. If a color is unavailable, send the buyer a description of an available option and get approval before assembling the order. Save the approval with the order and update the specification. The phrase “similar product” without a specific item code leaves both parties uncertain.

Agree on the minimum order, availability, and delivery

It makes sense to set the minimum order based on the costs of picking, packing, and delivery. Record how it is calculated: by order value, number of units of one item code, or number of factory packages. If you allow mixed assortments, explain which items can be combined to qualify for the wholesale price.

Agree on the point at which the goods are considered transferred before dispatch. Article 664 of the Civil Code of Ukraine links this to the delivery terms: it may be when the goods are handed to the buyer, made available to the buyer, or handed to the carrier. The contract may set a different point. So “we’ll ship it by mail” is not enough to define all the parties’ obligations.

Practical recommendation: check stock and the picking timeline again before issuing the invoice. If some of the order is unavailable, offer the buyer a specific option: wait for the full order, receive the available items separately, or approve a substitute. Calculate the delivery cost at once and record the decision.

Check the buyer and the signatory’s authority

For a first transaction, ask for the buyer’s full legal name, registration code, address, bank details, and signatory’s information. For an individual entrepreneur (FOP, the Ukrainian abbreviation), obtain the relevant registration details. Compare them with available official information in Ukraine’s Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations: check that the person’s identity matches exactly, their status is current, and the manager details are accurate.

The fact that someone works as a manager at a company does not prove they have the right to sign a contract. Under Article 207 of the Civil Code of Ukraine, a legal entity’s transaction is signed by a person authorized by its founding documents, a power of attorney, law, or other acts of civil legislation. If a representative signs, ask for a document confirming their authority and check its validity period and scope. If necessary, find out whether additional approval of the transaction is required.

We recommend keeping the verification results with the contract and repeating the check if the signatory or registration or bank details change, or if the credit period is significantly extended. If official information is insufficient, request supporting documents and consider requiring advance payment. Separately verify notices of bank account changes through a previously approved contact.

A working customer record needs only the information required to approve, deliver, and pay for an order. Do not collect unnecessary personal information about the buyer’s employees, and limit access to their contact details. Requirements concerning a defined purpose, data minimization, a lawful basis for processing, and data protection appear in Articles 6, 11, and 24 of Ukraine’s Law “On Personal Data Protection.”

Determine when an offer becomes a contract

A commercial offer should state the goods, quantity, price, tax wording, delivery and payment terms, and how long the proposed terms remain valid. Explain separately how an order is confirmed. Do this before sending the document, because the title “commercial offer” alone does not determine its legal effect.

Under Articles 638, 641, and 642 of the Civil Code of Ukraine, a contract may be concluded through an offer—a proposal to enter into a contract—and acceptance, meaning full and unconditional agreement to the offer. An offer states the essential terms and the intention to be bound if accepted. Payment or another action taken in accordance with its terms within the response period may also constitute acceptance, unless the offer or law provides otherwise.

Choose a process that fits your business. For a preliminary calculation, you could state: “Final quantity, price, and delivery date are agreed in a contract and specification signed by both parties. Do not make payment until the final terms are approved.” Make sure the invoice wording and your staff’s actions align with this: do not ask the buyer to transfer money for an order that has not yet been confirmed.

If you deliberately conclude a one-off transaction through payment of an invoice, include all agreed terms in the documents available to the buyer and expressly state which action constitutes acceptance of the offer. Keep the exact version the buyer received. For regular deliveries, a separate contract setting out how each order is approved is often practical.

Give the offer a specific expiry date and, if needed, a time. Agree on what happens if payment is made after it expires. Under Article 641 of the Civil Code of Ukraine, an offer received by its addressee generally cannot be withdrawn during the response period, except in the cases provided for in that article. Do not change terms you have already sent without checking whether an obligation has arisen.

Keep the contract, invoice, acceptance, and payment records distinct

A written agreement may consist of several related documents. Articles 207–208 and 639 of the Civil Code of Ukraine govern written form, including recording the terms in electronic documents and correspondence. If the parties have agreed on a particular form for concluding the contract, they must follow that agreement.

• Contract and approved attachments set out the parties’ obligations, delivery contents, deadlines, acceptance process, and liability.
• Invoice states the amount and payment details. Depending on its contents and the agreed process, it may form part of concluding the contract, but creating an invoice does not confirm receipt of payment.
• Delivery note and acceptance documents record the transfer and receipt of specific goods. Decide who signs them and how before dispatch.
• Bank statement or relevant proof of payment provides a basis for reconciling the actual payment with the order.
• Fiscal receipt is issued for transactions that require fiscal recording. Do not use it as a substitute for agreeing on all delivery terms.

Agree on paper exchange or electronic document management (EDM): the sending channel, signing method, responsible staff, and process for correcting errors. After sending a file, check that it was received and properly completed. For electronic documents, keep signed copies and related confirmations; for paper documents, track the return of your copy.

Check tax terms and payment method before issuing an invoice

Before preparing the documents, give your accountant the seller’s and buyer’s actual tax statuses and details about the goods. Ask how to state value-added tax (VAT) in the price and which tax documents are required for the transaction. Use the same agreed wording in the offer and invoice so the buyer understands the total amount due.

Also describe the specific payment method to your accountant: bank transfer to the account details, cash, card payment through a terminal, or a payment link. Ask them to check whether a payment transaction registrar (RRO) or software payment transaction registrar (PRRO) is required for that particular arrangement. Do not determine the fiscalization requirement solely from the fact that “the buyer is a business” or from the general label “cashless payment.”

Record the agreed payment method in the order and tell the employee who will receive the money. If the buyer changes the payment method, check the documentation process again before accepting payment. State the actual goods and quantities in the delivery documents; manage tax documents and fiscal receipts separately in line with the requirements identified for the transaction.

Limit payment terms and track overdue debt

Offer deferred payment after checking the buyer and assessing how much cash you can temporarily tie up. Set a credit limit—the maximum agreed value of a buyer’s unpaid deliveries. Record the payment deadline, how it is calculated, the terms for future shipments, and which employee can approve an exception.

Illustrative example: the buyer’s limit is UAH 30,000, unpaid deliveries total UAH 22,000, and the new order is UAH 12,000. After shipping it, the debt would rise to UAH 34,000. To stay within the limit, you would need to receive at least UAH 4,000 in payment or reduce the new delivery to UAH 8,000. Also check separately whether any debt is already overdue.

For each unpaid delivery, track the outstanding balance, payment date, number of days overdue, whether documents have been signed, and the buyer’s latest payment promise. We recommend setting the following internal process:

1. Before the payment deadline, check that the buyer has received the invoice and documents, and remind them about payment.
2. On the first day overdue, check bank receipts, contact the person responsible for payment, and record the reason for the delay and a specific payment date.
3. If the promised payment does not arrive, refer the matter to a manager, send a written notice listing the unpaid deliveries, and check the grounds for suspending future shipments.
4. If you cannot reach an agreement, prepare the contract, proof it was concluded, transfer documents, bank statements, and correspondence for legal review.

This schedule is a recommendation for suppliers. Your legal options depend on the contract and circumstances. In particular, Article 692 of the Civil Code of Ukraine provides for the right to suspend delivery of other goods until previously delivered goods are paid for, unless the contract or law provides otherwise; Article 694 governs sales with deferred or installment payment. Before claiming interest or other charges, check the specific legal basis and calculation.

Agree on acceptance, defects, and returns

Before the first shipment, decide how the buyer will check quantity, assortment, packaging, and visible damage; whom to notify about discrepancies; and what evidence to provide. It is useful to provide for a report listing disputed items, photos of the packaging and labels, and storage of the goods until the next steps are agreed. Describe separately how to report hidden defects.

For warranty service, agree on the claim period and process, how the goods will be identified, which documents are needed, how the defect will be assessed, and how transport will be arranged in line with legal requirements. Under Article 662 of the Civil Code of Ukraine, the seller must transfer any documents that must accompany the goods under the contract or law. Check that they are included before packing.

If the buyer wants to return unsold goods in good condition, agree in advance on whether returns are allowed, the deadline, packaging condition, delivery costs, and how payments will be settled. For purchases made for business purposes, do not promise an automatic 14-day return. The parties should set out how good-condition unsold stock will be handled in their agreement.

Consider claims about defective goods separately. Article 678 of the Civil Code of Ukraine provides, among other remedies, for a price reduction, correction of defects, or reimbursement of the cost of correcting them. For a material breach of quality requirements, the buyer may withdraw from the contract and seek a refund, or request replacement of the goods. The agreed claims process must take these rights and applicable legal requirements into account.

Calculate the order’s contribution after variable costs

Before offering a discount or deferred payment, estimate how much money will remain after costs related to that order. For internal calculations, subtract from revenue the cost of the goods, packaging, delivery paid by you, payment processing costs, variable sales commission, and an estimate for the cost of deferred payment and the risk of non-payment. Calculate all figures on a comparable tax basis.

Illustrative example for a supplier that is not VAT-registered: the sale amount is UAH 20,000, the cost of goods is UAH 14,000, packaging costs UAH 200, delivery UAH 600, payment processing UAH 100, and the salesperson’s commission for the order is UAH 400. For management purposes, the supplier also accounts for UAH 300 in deferred-payment financing costs and UAH 200 in expected losses from the risk of non-payment.

The calculated contribution is: 20,000 − 14,000 − 200 − 600 − 100 − 400 − 300 − 200 = UAH 4,200, or 21% of the sale amount. Fixed costs and applicable tax liabilities still need to be covered from this amount, so it is not net profit. The risk estimate also does not mean the buyer will necessarily fail to pay.

If you offer a UAH 1,000 discount with the same costs, the contribution falls to UAH 3,200. If delivery also costs UAH 300 more, UAH 2,900 remains. Use this calculation to set an acceptable discount, minimum order, and deferred-payment terms.

Commercial offers and invoices for wholesale buyers in Torgsoft

In Torgsoft’s “Комерційна пропозиція” (“Commercial Offer”) mode, you can add a buyer, goods, quantities, wholesale or retail prices, and create an invoice based on the offer. The manager workflow includes the statuses “Підготовка” (“Preparation”), “Відправлено” (“Sent”), “Виписаний рахунок” (“Invoice issued”), and “Відмова” (“Declined”), as well as contact records. In practice, this helps preserve the agreed order contents; the parties must define the legal process for confirming it in their documents.

Before sending, check the tab showing stock availability across warehouses; services do not appear there. An invoice can include its expiry date, delivery date, and delivery terms. A standard offer discount does not apply to wholesale prices; to apply it to them, you need the relevant discount-priority switch, while retaining the maximum discount limit for the item. The help guide’s method for sending through Microsoft Outlook requires the program to be configured and running, and an email address to be entered in the customer record. If Microsoft Outlook is closed, messages remain in the “Вихідні” (“Outbox”) folder and are not sent.

Before choosing a configuration, compare Torgsoft license features: wholesale trade and “Торгівля з випискою рахунка” (“Trade with invoice issuance”) are available in Ultra and unavailable in Start; each workstation requires the appropriate license. Arrange contract signing and delivery documents separately using an agreed method, and check whether you need a specific EDM integration before purchasing. For management accounting, reconcile the program data against actual shipments, signed documents, and bank receipts.

Reconcile the entire process from offer to payment

We recommend assigning each order a single reference number and including it in related records. Track separately the amounts offered, approved, shipped, and paid. Partial deliveries and assortment changes should be reflected in these figures so the manager can determine the correct payment amount and deadline under the agreed terms, account for advance payments, and track any outstanding balance.

1. Offer → approval. Save the accepted version of the terms and the buyer’s confirmation.
2. Approval → invoice. Check the buyer, item codes, quantities, prices, tax wording, and payment deadline.
3. Invoice → delivery. Compare the approved items with the actual shipment and completed documents.
4. Delivery → payment. Allocate incoming payments to specific orders and account for advance payments, returns, and agreed changes.
5. Order closeout. Make sure delivery is complete, documents have been received, discrepancies resolved, and the remaining amount due checked.

Review offers awaiting a response, paid orders awaiting delivery, shipments without completed acceptance documents, and overdue payments every week. Assign a responsible person and a dated next action for each case. Before agreeing to a repeat order, review previous discrepancies and the buyer’s actual payment record so you can agree on new terms in light of your experience together.