Terms of Trade, also known as Conditions of Sale
or Terms and Conditions, are designed to protect the seller's rights,
to limit potential liabilities and provide some degree of security
for the recovery of the debt, following the supply of goods or services.
Equally, the seller will have his/her own terms.
What is essential is that both contracting parties (i.e. buyer and
seller) agree Terms of Trade between them before, or at the time
that a contract is made. This will set the ground rules between
the contracting parties. It will mean that both parties know exactly
what is expected of them and may prevent unnecessary disputes.
A good time to agree Terms is when the seller
has had their credit facility letter formally accepted by the customer.
Areas which should be mentioned in a company's terms of trade include:
| 1.Definitions (e.g. "buyer", "seller") |
2.Quality |
| 3.Price |
4.Quotations |
| 5.Delivery/date/arrangements |
6. Risk and property/retention of title |
| 7.Terms of payment |
8.Time limit for raising disputes |
| 9.Right to interest and compensation for
debt recovery costs |
10.Loss or damage in transit |
| 11.Acceptance of goods |
12.Variations to contract |
| 13.Patent rights/indemnity |
14.Force majeure |
| 15.Jurisdiction/applicable law |
16. Assignment and subletting of contract |
| 17.Right to progress and inspect goods |
18. Warranties and liability |
| 19.Severability |
20.Insolvency and bankruptcy |
The preparation of contractual Terms of Trade,
in particular those which apply to specialised areas of trading,
requires a significant degree of legal expertise. Unless such expertise
is used there are real risks that a supplier and purchaser, when
entering into a contract for the supply of goods or services will
innocently fall into one of many pitfalls in this area.
While it may not be practical or cost-effective
to take legal advice before supplying each customer, it is advisable
that you should take the advice of a solicitor or in-house legal
adviser when the terms of your 'Standard Conditions of Sale' are
being drafted.