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Make sure you get the small print write
Many companies use standard terms and conditions of sale in dealing with their customers. Some also have standard conditions of purchase for dealing with suppliers. Conditions of sale are commonly printed on the reverse side of invoices, or may accompany quotations when these are sent out. Conditions of purchase frequently appear on the back of (or along with) purchase orders.
These standard forms are very useful in incorporating contractual terms into a contract which might otherwise be unregulated, except for the normal provisions of the law in relation to such transactions. Some pitfalls await the unwary however.
First of all the standard terms must be properly incorporated into the contract. If a quote is sent out and accepted, and the first time the customer sees the standard terms of sale is when they appear on the back of the invoice, the standard terms have probably not been incorporated into the contract. An exception to this could be a situation where the customer would be deemed to have accepted the standard terms because they appear on previous invoices issued by the same supplier to the same customer.
The standard terms should also be reviewed regularly (every 2-3 years for example). This review would address any changes which might be advisable to take account changes in the law resulting from court decisions or new legislation - the recent legislation on late payment of commercial debts being an example. The review would also take account of any changes in the company's procedures for concluding sales or purchases since the standard conditions were adopted, and which might have had an effect on whether standard terms are being properly incorporated into contracts.
Particular care must be taken with standard terms applying to consumer transactions, as a result of the wide ranging consumer protection legislation. For example, a recent case in the European Court of Justice decided that a clause in a standard form contract was unfair (and therefor unenforceable) because it tried to force a consumer to submit to the exclusive jurisdiction of a national court other than that of the consumer. Following that reasoning, a Scottish company could not effectively force its English based customers (provided they are consumers and not other businesses) to accept the exclusive jurisdiction of the Scottish courts over its contracts.
Preparing or reviewing standard terms and conditions is not an expensive exercise, and it only takes one significant debt to become irrecoverable (or more expensive to recover) because of the absence of proper standard terms, to make a small investment in standard terms and conditions seem like a very sound investment.
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