Commercial Litigation Blog
When acting for suppliers of goods and services in disputes with business customers, there are some clauses we like to see in the terms and conditions which can really boost your chances of getting a positive outcome.
Here are the top picks as recommended by Martin Kaye Solicitors:
- A requirement for the customer to pay your invoices regardless of any claim for a reduction, complaint or counterclaim. This means that your invoices are payable regardless and the customer’s complaint has to be dealt with separately.
- A clause providing that your terms are the only ones that apply, therefore excluding any terms the customer may wish to introduce. However, it is important to get the sales process right too, in order that the contract is taking place on your terms.
- Making clear that delivery times are estimated only, helping you to avoid any argument that you have breached the contract by delivering late.
- Limiting or excluding certain types of liabilities (e.g. consequential losses or loss of profits) and/or capping the liability to a specific sum, typically the price paid for the goods/services. Such clauses are not usually enforceable if they go too far in limiting the customers’ claims, however, it is usually possible to reduce potential liability in this way.
- Making clear that the laws and courts of England and Wales apply to the contract. It may sound obvious but where one party is based in another country, it could mean that the laws of that other country apply where the contract does not specify England and Wales.
If you are dealing with consumers, i.e. in a B2C setting, the contract will be subject to the Consumer Rights Act, where different considerations will apply. If you have any questions regarding terms and conditions on B2B contracts, or any other disputes-related legal issues, please do get in touch.
If you need any advice when it comes to your B2B Ts & Cs, please get in touch with our expert Litigation team at Martin Kaye Solicitors who will be able to give you the best possible advice at law@martinkaye.co.uk or via this form here.
