Terms and Conditions of Sales
Securing orders for your goods or services is what business is all about, but it can be a minefield without a set of carefully crafted terms and conditions in place to govern the sales process and establish a procedure for dealing with things if they go wrong.
This is true whether you are selling to consumers or fellow enterprises and whether you are trading from a shop counter or online.
At IMD Solicitors, we specialise in working alongside businesses to create terms and conditions of sale suitable for a range of goods and services and which ensure that where disputes arise they are resolved as quickly and economically as possible.
Our lawyers are based in several offices across the UK and Europe and can usually work for a fixed-fee so that costs are predictable and agreed in advance.
We can help whatever sector or industry you operate in and we have particular expertise in digital sales and cross-border transactions.
Why terms and conditions are important
A properly drafted set of terms and conditions will enable your business to control the basis on which a sale proceeds and can help you to clarify issues, such as:
- what you have agreed to deliver;
- the price you expect the customer to pay;
- the date by which you will deliver, with wriggle room built-in should you run into difficulties;
- the circumstances in which the sale can be cancelled;
- the customer’s rights if goods are faulty or services are poorly performed; and
- your liability for mistakes or if you are unable to keep your side of the bargain.
Without terms and conditions, you are at the mercy of statutory default rules to determine your rights and responsibilities — or worse, you could find yourself subject to your customer’s terms and conditions which will have been written for their benefit not yours.
Will generic terms and conditions do?
No two businesses are the same, so it is always preferable to have bespoke terms and conditions prepared which are tailored toy our needs rather than relying on a generic document that you have copied or bought over the internet.
Also, generic documents are not always up-to-date and ca be poorly drafted which may lead to problems if the are unclear or open to interpretation.
How IMD Solicitors can help
Our commercial solutions team is made up of experienced lawyers who specialise in creating personalised terms and conditions for a variety of businesses operating across a broad range of sectors and industries.
We act for start-ups and fledgling enterprises who come to use with a blank piece of paper, as well as established businesses with a clear idea of what they want to achieve or who already have terms and conditions that simply need updating.
Our services include:
- a business review to determine your requirements;
- advice of your legal obligations given the area you operate in and whether you are conducting business-to-business or business-to-consumer sales; and
- guidance on specialist matters, such as consumer protection legislation, UK and EU laws on distance selling and online trading, considerations in cross-border transactions, rules around data protection compliance and domestic and international dispute resolution options if things go wrong.
We can help with the creation of standard terms and conditions to govern the everyday sale of goods or supply of services, as well as one-off agreements to regulate sales conducted though a third party, for example under an agency or distribution agreement.
Why choose us?
Our lawyers specialise in commercial contracts and spend a large proportion of their time negotiating and drafting the terms on which clients are prepared to do business.
We understand the issues that need to be considered and the extent to which UK and EU rules — particularly around consumer rights and digital sales — can be modified or excluded o enable you to trade on the most favourable terms possible.
We also appreciate the importance of creating terms and conditions that you understand and confidently navigate, which is why we will work closely with you to ensure that when your terms and conditions are ready, you are familiar with their provisions as we are.
And it is not just contractually matters that we deal with.
List of notable commercial cases
- Advising one of the largest European banks on a number of occasions in respect of validity and construction of guarantees and on demand bonds, together with validity of agreements varying the guarantees and the underlying multi-million facility agreements.
- Advising on the establishment of a large entertainment company. Preparing various corporate and investment documents and leading extensive negotiations of shareholder agreement and ancillary documents. In addition, we provided various legal support to the company on on-going basis.
- Acting for a major automotive manufacturer in a joint venture with a UK company to commence production and distribution on the product in the UK and the Commonwealth. Negotiating and preparing all the relevant joint venture documents.
- Acting for the construction company in a large scale building project of circa £25m. Involved in negotiating an extensive JCT D&B contract as between our client (main contractor) and the local authority who were their client in this project.
- Drafting Terms & Conditions and Warranty terms for a leading UK manufacturer of steel doors, windows and partitions.
- Representing a sub-contractor in construction contract negotiations involving a large number of parties for construction of a museum in Kuwait.
- Advising on and drafting SaaS (Software as a Service) contract for the Client entering the UK market
- Advising on both pro-supplier and pro-customer Software Development Agreements for various Clients
- Advised a technology start up to set up and validate a messaging app, a direct competitor to Facebook’s Messenger
- Advising the client on and negotiating terms of corporate and personal guarantees tied to a cross-border commercial contract.
- Assisting a charity in preparation of various terms and conditions and contractual agreements.
- Advising the client on the terms of a joint venture agreement in an innovative waste management project.
- Advised the first Polish-owned bridging company in the UK
- Advising the client on the validity of execution of a number of international corporate finance agreements.