Thousands of contracts are entered into every day, many of which one party may not have any idea what the terms are or even what the contract looks like.
We hear it time and time again that ‘there was no terms’.. or ‘I never sign contracts’. Unfortunately, this is not always the case. When agreeing to provide your service or goods, not only is it crucial to have your own terms in place you should be checking the small print.
Just because you did not sign something does not mean that you are not bound by any terms.
If you have your own terms and conditions you may think they are the ones applicable to the contract. You bid for the tender, quoted… attached your terms and conditions? So surely you are in control right? ……Wrong!
What you likely did not notice is, that on what you have thought is the acceptance to your offer (which may be in the form of a purchase order), in small print it may read the words “this purchase order is subject to our standard terms and conditions”. This is known as ‘battle of the forms’, this is not an acceptance of your offer, it is a counter-offer.
What happens next?
So you’ve won the deal, you then deliver the goods or services or begin such works on site as requested in the purchase order. This is considered as ‘acceptance’ of your customer’s counter-offer. You are now bound by their terms and conditions… whatever they are?!
These secret terms will be binding on your business and they are that secret you likely did not know existed, don’t know what they are or where to find them.
What have you agreed to?
- 90 day payment terms?
- Consequential and indirect loss?
- 5 year defect period?
- Cancellation periods?
- Unlimited liability?
The list is endless to what could be hiding in that secret contract.
Unfortunately, should something not go quite how expected, these secret terms could cause havoc on your business and cost you a lot of time and money.
In conclusion, check the small print.
Read the purchase order fully and if those little words ‘terms and conditions apply’ appear, at the very least ask your customer to see them.
Here at BEB we are experienced in reviewing terms and ensuring you are protected. We can negotiate on your behalf, should there be something hidden in the contract which we see as a potential risk to you. This in turn prevents any nasties from potentially destroying your business.