Many businesses have standard terms of trade which they send out with every quotation and invoice.  These standard terms of trade seek to incorporate into every dealing with their customers certain preferential terms.

Such standard terms of trade address usual provisions such as delivery of goods and late payment of invoices which no one batters an eyelid about.  What if you have a special situation arise with a customer and you want to make a change to your standard terms of trade?  Is it enough to just add in another term and send it to your customer perhaps with a quotation for a new order?  Will this be enough to incorporate that change into your new contract with that customer?

This type of situation came up in a recent case before the Court.   The business was criticised for changing its standard terms of trade to include a new term which the Court described as “onerous” and “unusual”.  The business had been trading with its customer for a number of years so their standard terms of trade were familiar to the customer.  However, because the business did not draw their customer’s attention to the new term the Court found that the new term had not been incorporated and could not be relied upon by the business.

Using standard terms of trade are a great business tool designed to protect your business.  This case highlights the importance of using standard terms of trade correctly and also changing them in the correct manner. If you get it wrong you could find that they are not worth the paper they have been written on.

To discuss this issue further please contact Susan Lewis 01924 387110.

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