Terms and Conditions of Business and Commercial Contracts

Standard terms and conditions of business are often given a low priority by companies and may only be given detailed consideration when a dispute arises, by which time it may be too late. Standard terms and conditions of business may be used in order to set out a favourable framework that can be used in all transactions and can be handled and implemented by any member of staff that needs to do so.

Although the benefits of using standard terms and conditions are substantial, their use is subject to certain legal and practical limitations, including:

• Legal restrictions on the ability to exclude or limit liability in standard terms.
• The need for proper legal incorporation in each case in order to apply to a transaction.
• Transactions which may require specialist terms not included in standard terms; safeguards should be implemented to address such situations.
• Standard terms cannot substitute commercial process such as the maintenance of adequate credit or quality control procedures.

Standard terms and conditions require regular review in order to ensure that they take account of legislative changes or new case law and reflect any changes in the business activities of the company. Issues that we can review, advise upon and implement include:

• Incorporation and battle of the forms
• Pre-contract representations
• Exclusion of liability
• Warranties and indemnities
• Specification
• Delivery
• Acceptance
• Price
• Payment
• Security for payment
• Packaging
• Retention of title; risk and insurance
• Export contracts
• Boilerplate Contract review

If you need assistance with terms and conditions of business or reviewing commercial contracts you have been asked to enter into, please contact David Powell, Partner and Head of Business Law.