BGBG

Commercial Contracts

Need new Terms and Conditions? Do your existing Commercial Agreements give the protection your business needs?

Need new Terms and Conditions? Do your existing Commercial Agreements give the protection your business needs?

Whether you are looking at commercial agreements such as agency/distribution agreements or sale or supply of goods and services either in the EU or further afield, you should consider carefully the governing law and jurisdiction of the contract, as well as transport and insurance. There may well be other Regulations and Codes which would also apply to your contracts and might need consideration.

If your business is buying or selling goods or services, you may also need to think about whether or not you need your own Terms and Conditions of business.

If your business is any material size or complexity you will be well advised to at least have legal advice on your commercial contracts.  You may also be well advised to have your own terms of purchase but (probably) this is only going to be appropriate where your business is of significant size or has a strong negotiating position.  This is because larger suppliers will have their own standard terms and may be very reluctant to allow your terms to prevail over theirs.

This is all about the “battle of the forms”.  It is very important to appreciate that your sales or purchase process must be carefully reviewed as well as the terms themselves.  It is no help to your legal risk management to have very well drafted terms that are not incorporated into your sale (or purchase) contract.

For more information on commercial contracts for your business...

Please do not hesitate to contact an Everyman Legal Solicitor on 01993 893620 for a free discussion or email nicola.blackford@everymanlegal.com

The key areas to be reviewed in your terms of business and many commercial contracts will be;

  • limitation of liability: this requires careful thought to ensure the provision is legally effective.  This is because where you are dealing on your standard terms of business the limitation of liability clause will be legally ineffective unless it satisfies the legal test of reasonableness.  We can help you analyse the key legal risks for your business having regard to your products or services.  The availability and cost of insurance can often be very relevant so we will want to look at the insurance policies for your business;
  • the specification for the goods or services you are selling;
  • the duration of your contract if you are selling an on-going service and issues such as late delivery where you are selling goods;
  • your obligations where you are selling third party manufactured goods or services;
  • if you are selling or buying overseas you will need to consider the choice of law and the forum for any legal dispute.

You should be careful not to make your terms of business too one-sided.  This may prove an obstacle to selling to your best prospective customers or it may make them draw conclusions (that may be unfair or that you may not like) about how you do business.

The first striking thing about Everyman Legal was that the team are very affable and very human - not boring lawyers! They were warm & sincere and I felt confident from the start that they were technically excellent.