Should my Business have Terms and Conditions?

If you do not have them then almost certainly the answer will be “yes”.

And this will be the case for the sole trader, the small family business or the largest multinational.

When referring to Terms and Conditions I mean the contractual “smallprint” that you will find with a quotation or an order or similar. There are very important timing issues on when a customer must accept these but more of that later.

These are the contractual terms on which your business will sell or supply its goods or its services. A retailer, for example, will often make a straightforward sale of goods: a plumber may supply goods and services (installing a new boiler for example- the sale of the boiler and the plumber’s installation expertise); an accountant will usually just supply services (his or her expertise and skill).

Such supplies will involve a contract.

If you do not have Terms and Conditions which apply to that contract then the law may (or may not) imply terms into it. On the basis that you will probably not even know what those implied terms are (simply because quite understandably it will not even have crossed your mind!), you can see that not applying your mind to the question will probably not be one of the best business decisions you will make.

Terms and conditions will govern such things as:

• When the contract comes into being and how-that may seem obvious but it isn’t always and if there is a dispute, whether there is a contract is a fundamental first question;
• The quality of the goods or services which you supply:
• If there is a problem, what must you and the customer do and how should that problem be resolved (perhaps replacing goods or remedying the problem;
• How and when you will get paid-should interest be paid if payment is late;
• What can happen if the contract is breached-perhaps by the customer going bust or disputing what you have done.

No matter how good your Terms and Conditions are, they are only any good if they are properly incorporated into the contract. Every law student will have studied cases where the supplier tried to incorporate his terms after the contract was made and, generally, that is too late. For example if you conclude a contract by phone or e mail and then supply the goods putting your terms on the invoice, then that will probably be too late and they will not apply. The processes need to be right as well as the content and a lawyer can advise on that.

For more advice on terms and conditions, please contact Roger Sands on 01752 292316 or email rsands@wolferstans.com.