Articles and Publications
Reading (and Writing) the Small Print
25/May/2005
Why are written terms important?
We've all seen small print in documents at some point in our lives, but have you ever stopped to read the small print or wondered why it is there?
Having the terms of any agreement written down avoids certain terms being implied by law which may not be appropriate to a trading arrangement; if each party to an arrangement has their rights set out in black and white, it creates clarity from the outset which can reduce the potential for dispute in the future.
Unless written down, terms may be implied by statute. For example, delivery will be deemed to take place at a supplier's premises and late delivery would entitle a customer to cancel the contract and potentially claim damages.
So when should you have written terms?
It is usually impossible to negotiate and draft a separate contract every time you agree to sell goods and services to a customer or when you buy goods from a supplier. The majority of businesses therefore prepare standard terms and conditions of trading to apply to all contracts they enter into with their customers and suppliers. This is usually called 'small print', as all of the terms are usually squeezed on to one piece of paper.
These terms need to be brought to the attention of the customer as early as possible so that they are aware of the existence of the terms; in legal-speak the terms must be successfully incorporated into the contract. It may be too late to send terms and conditions on the back of an invoice as by that time the contract has come into force and implied terms may govern the relationship.
Whilst specific terms can occasionally be implied between businesses if they have a long-standing history of trading on particular oral terms, the most effective way to ensure that your terms are incorporated into a contract are by giving reasonable notice to the customer and giving them an opportunity to negotiate the terms or by ensuring that they sign a copy of your terms and conditions to confirm acceptance. In practice this means sending them a copy of the terms before any goods are ordered, or by drawing the customer's attention to the terms on a web-site before contracts are made.
If you don't have a set of written terms, not only will you and either your customer or supplier probably not know what your respective obligations are but, even worse, they may be the complete opposite of what you want in those circumstances.
Don't let the law dictate your business terms; put yourself in control. Ensure that your business has standard terms and conditions which are correctly incorporated into your contracts.
We've all seen small print in documents at some point in our lives, but have you ever stopped to read the small print or wondered why it is there?
Having the terms of any agreement written down avoids certain terms being implied by law which may not be appropriate to a trading arrangement; if each party to an arrangement has their rights set out in black and white, it creates clarity from the outset which can reduce the potential for dispute in the future.
Unless written down, terms may be implied by statute. For example, delivery will be deemed to take place at a supplier's premises and late delivery would entitle a customer to cancel the contract and potentially claim damages.
So when should you have written terms?
It is usually impossible to negotiate and draft a separate contract every time you agree to sell goods and services to a customer or when you buy goods from a supplier. The majority of businesses therefore prepare standard terms and conditions of trading to apply to all contracts they enter into with their customers and suppliers. This is usually called 'small print', as all of the terms are usually squeezed on to one piece of paper.
These terms need to be brought to the attention of the customer as early as possible so that they are aware of the existence of the terms; in legal-speak the terms must be successfully incorporated into the contract. It may be too late to send terms and conditions on the back of an invoice as by that time the contract has come into force and implied terms may govern the relationship.
Whilst specific terms can occasionally be implied between businesses if they have a long-standing history of trading on particular oral terms, the most effective way to ensure that your terms are incorporated into a contract are by giving reasonable notice to the customer and giving them an opportunity to negotiate the terms or by ensuring that they sign a copy of your terms and conditions to confirm acceptance. In practice this means sending them a copy of the terms before any goods are ordered, or by drawing the customer's attention to the terms on a web-site before contracts are made.
If you don't have a set of written terms, not only will you and either your customer or supplier probably not know what your respective obligations are but, even worse, they may be the complete opposite of what you want in those circumstances.
Don't let the law dictate your business terms; put yourself in control. Ensure that your business has standard terms and conditions which are correctly incorporated into your contracts.
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