"Terms and conditions" is a phrase used to describe the standard contractual terms set down by a commercial organisation, under which it will do business. These contractual terms are often also known as "standard terms" or "terms of business".
For larger deals, or where there are special considerations, any commercial organisation should always consider using a special one-off contract. However, for normal day-to-day business, most organisations will not wish to have the inconvenience and expense of negotiating a contract every time. If a transaction is carried out without any contractual documentation at all, then a contract will still come into existence, but the terms will be implied by operation of law and the conduct of the parties, often leading to unexpected and undesirable results.
By using standard terms and conditions, an organisation can help to ensure that all of its day-to-day business dealings are on the same contractual terms, thereby reducing risk of the unknown.
Common issues covered by terms and conditions include:
- Pricing (including the right to increase or vary prices)
- Methods and times of payment
- Limitations of liability
- Delivery methods and times
- Governing law (particularly useful in trading overseas)
It is common for larger organisations to have different standard terms and conditions for when they are acting as seller and purchaser. It is also common to have different terms and conditions when dealing with consumers and businesses.
It must be borne in mind that it is becoming increasingly common for commercial organisations not to accept each other's terms and conditions in their standard form, but instead to seek to negotiate changes to key clauses. It is therefore important for any organisation to understand its own terms and conditions, so that it can be aware where concessions may be made.
We have extensive experience and expertise in drafting terms and conditions for many different kinds of business, including for the sale of goods, supply of services and for standard terms of purchase. We are also very experienced in negotiating amendments to standard terms and conditions. We take a realistic and commercial approach to a client's needs, always ensuring that we understand the client's business and the way it operates, in order to tailor the terms and conditions to best fit the client's business model.