Subject to Terms and Conditions …
Introduction
Whether you are a business providing a product or service or a business buying a product or service you are creating a contract . You might be surprised to discover what is in the contract without you realising .
What is the problem ?
Consider the builder who has visited a residential house and provided a quotation for an extension and some roof repairs . The customer agrees the quote over the telephone and the builder goes ahead . They have a contract but agreeing the work and the price is not enough . What if work is delayed ? What if it becomes apparent part way through the extension that significant additional work to shore up the existing building is necessary ? What should this do to timescale and payment ? What if the builder employs a labourer who makes a mistake ? Suddenly , the written quotation , or the verbal agreement based on it , is not going to help anyone and a dispute , which could have easily been avoided , will arise . Consider then the business supplying branded flyers to other businesses . The supplier has a customer whom he has dealt with for years , they have a good relationship , they understand each other ’ s business and they have always dealt on trust , considering all deals to be the same terms as they always do business together . What happens when the paper supplying the branding business is defective . The printer cannot meet the order . His customer is unable to attend a trade show as a consequence and loses a very significant amount of money . Shortly after the trade show , the printer completes the order and delivers it . The supplier has always said he does not accept any liability for loss or damage . Is this sufficient ? Suddenly , the arrangement is uncertain . A long standing business relationship is at risk , a dispute will almost inevitably arise and it could have been avoided .
What is the solution ?
In short , talk to a good solicitor . In the first example , it is not necessary to go to the lengths of having a contract capable of dealing with the development of a new town but , where the agreement between the parties does not cover a matter , the law may well imply it – that is to say , in a dispute the Court will treat the agreement as containing a clause which in fact neither party agreed . If parties agree their terms then there might never be a dispute , should unforeseen events arise , parties can refer to their contract to see how it is dealt with ; everyone will know where they are . In the second example , again , the law will imply certain terms into the contract . The law will also ignore some unfair terms ; penalty clauses and limitation of liability can be particularly difficult to enforce even if both parties have freely agreed to it . Taking the advice of a lawyer can ensure that enforceable clauses are included , making it easier for a business to operate and to manage its risks .
We make new agreements all the time , do we need a lawyer and a new contract every time ?
This will depend on the nature of the agreement . In most cases , it is possible to draft standard terms and conditions of business which can simply be re used with each transaction . If you are a business dealing with other businesses , you may find you are already dealing on the basis of standard terms which you have never even read . If you have a regulatory body or trade body or professional membership , you may be obliged to deal with certain matters and often a good place for this is the standard terms and conditions . A review now can save you time , money and a lot of heartache , in the future .
What do we do ?
Talk to your solicitor . A good solicitor will want to get to know you and your business , to understand what you do and how you do it . Your solicitor can then help you to review your existing terms of business and advise you on a standard form which suits you , your business and is fair to your customers . It can help your customers have confidence and help you to form long standing and secure relationships . At Beers , our solicitors for business want to develop a long relationship with you , dispelling myths that there is a cost every time you pick up the phone to ask a question . We want to be with you while your business grows and develops , trades and winds down or is sold on . We want to help you plan and manage your risk . We want to know how you are getting on . Then , when we come to advise you , we understand more than just the legalese . Reviewing your terms and conditions can be a great way of managing the risk in your business , no matter the size or scope of your operation . Tell us what you do , we want to hear about it . If you think we can help please ring Richard Jones on 01548 855010 or e-mail richard . jones @ beersllp . com .
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