Commercial Solicitors

When selling goods or services to a customer the price and the quantity will often be agreed but there are other aspects to the sale that should be considered. These include what happens if the goods or services are not adequate, when payment is due and how goods are to be delivered. Without tailored terms that cover these aspects of a sale, the law will imply its own terms. There are aspects of the law that will not be adequate for every business and so the business should have its own terms detailing how the provision of the goods or services is to operate.

The terms and conditions used by a business very much depend on the type of the goods or services provided. The terms will generally cover:

• when the contract is formed
• quantities
• the price of the goods or services and when payment is due
• how delivery is to take place and when it will take place
• when ownership of goods will transfer to the buyer
• who will be responsible for the goods before delivery or before payment
• the authority of sales agents to determine the content of the contract
• what happens if the goods or services are not adequate
• the extent of the business' liability if something goes wrong with the goods or services

Exclusion clauses are provisions found in terms and conditions that exclude or limit your business' liability if a fault with the goods or services or another breach of contract causes loss to the customer.

There is in existence legislation to protect consumers when considering exclusion clauses.

Standard terms and conditions cannot be used to exclude all liability in all circumstances. The ability to limit liability very much depends on the type of breach of the contract and the loss caused and the identity of the customer.

If dealing with another business the exclusions must generally be considered reasonable in the circumstances whilst consumers are afforded much more protection.

The law affords much more protection to a consumer than it does to a business. Terms and conditions used against a consumer must be careful to comply with these various consumer protections as failure to do so will lead to the terms being unenforceable.

The protections place restrictions on the ability for a business to limit its liability if a breach of the contract causes loss to the consumer and elsewhere ensures the terms and conditions balance the rights of the consumer and the business and are not just created in favour of the business.

A 'consumer' is anyone who buys goods or services from a business in his personal capacity and not in the course of his own trade or business.

If a business wishes to sell its goods or services to consumers over the internet, it must ensure that its terms and conditions comply with certain regulations governing sales without face-to-face contact. In particular the terms must provide a right to cancel an order, and deal with returning of goods and late delivery.