No matter how many employees, agents, partners or others that have authority to bind your business to purchase or sale contracts, you can still take steps to protect your business by ensuring that all contracts are subject to the same standard terms and conditions approved by you. But, once your standard terms and conditions are approved, you need to ensure that all purchase orders, invoices and other contract documents incorporate them.
Standard terms and conditions can be printed on the back of invoices and purchase orders; attached to proposals, estimates, offers and acceptances; referenced in other contract documents. You may even be able to publish them on your website with a specific reference, incorporation or “subject to” included in each document.
Some of the standard terms and conditions you should consider include:
- Delivery instructions and responsibilities, shipping costs, transfer of responsibility and insurance;
- Acceptance, credit requirements, confidential information protection;
- Return policies, refunds, restocking charges and assignments;
- Payment terms, late charges, interest and collection costs;
- Warranties, guarantees, claim notice dates and limitations on liability;
- Damage waivers, disclaimers and exclusion of consequential damages; and
- Venue for disputes, arbitration, jurisdiction and choice of law.
The risk of not establishing and enforcing your own standard contract terms and conditions is that your business is subject to those of the other party, or worse, terms imposed by a court or finding that there was no contract. When transactions proceed as planned it is rarely an issue, but if things go wrong, your business and the transaction may be at risk.
The attorneys at Brooks, Tarulis & Tibble, LLC have substantial experience in advising clients regarding and drafting standard terms and conditions for contracts for various businesses purchasing and selling goods and services. If you have any questions or we can assist you in this regard, please contact us.
Douglas C. Tibble – email@example.com
This Brief is designed to provide our friends and clients with information regarding the various subject matters covered it is not designed to take place of legal, accounting or other professional advice. If expert assistance is required, the services of a competent professional should be sought. This memorandum may constitute advertising under the rules regulating Illinois attorneys.