Most people don’t seriously consider their Terms & Conditions until there is a major problem then they go through the small print hoping there is something there that will solve the problem they are having and in most cases they are disappointed because more often than not, they find that their own terms & conditions protect the customer more than themselves.
There are a number of misconceptions regarding Terms & Conditions (T’s&C’s):
When you talk about terms it usually refers to the length of time you are prepared to extend credit to your customers. Beware of terms like “30 days” as clear as they might seem they are nearly impossible to enforce, because it is too vague, is it 30 days from date of order, delivery, invoice, receipt of invoice or end of month following invoice? Unless you specify you will think it is the shortest and your customer will think it is the longest and you have created a situation that could lead to disputes with you customers. Be clear, 28 days from date of invoice – will work if there are only one invoice in a month, end of month following invoice is better when there are multiple invoices. There is no law that states you have to give 30 days credit so negotiate, weekly accounts, accounts to be paid by the 7th of the month following or the 15th or the 21st are easier to enforce and everyone is looking at the same information.
You must review your published Terms and Conditions, where did they come from? Did you get legal advice or did you rob them from someone else? If it is the later, and most are derived this way, read them thoroughly to make sure what they contain and that they are really applicable to your business.
Putting your Terms & Conditions on the back of your invoices is not good enough alone. By definition an invoice is a post contractual document and you cannot introduce your terms after the contract has been entered into. You have to make them aware in advance, best of all at the time of signing the contract or when they apply for a new credit account make sure they sign to confirm they have received a copy of your terms & conditions and agree to abide by them.
Items that should be included in your Terms & Conditions:
1. General Terms
2. Orders
3. Service levels
4. Pricing Policy
5. Payment requirements
6. Interest Payments
7. Delivery
8. Warranties
9. Insurance
10. Complaints
11. Product Recall
12. Product withdrawal
13. Arbitration Clause (optional)
14. Jurisdiction
15. General Liability
16. Limitation of Liability
17. Indemnity
18. Force Majeure
19. Retention of Title
20. Penalty clause
21. Intellectual Property Rights
22. Termination
23. Storage
24. Waiver
25. Assignment
26. International Sales
This list is not exhaustive and should include or exclude items depending on your business. Remember you get to write them so you have to make sure they are designed to serve you and to minimise the number of disputes with your customers.
