Welcome to Part Three of our Commercial Credit Management Q&A Blog
This week we will be covering Incorporating T&C’s
Q: We have 3 sets of T&C’s for each of our services types. To avoid having to attach each set of T&C’s to our quotes, order acknowledgement and invoices is it OK to just refer to them on our website?
A: You don’t need to have your terms on your invoices although a reminder of payment terms etc. can be useful. Usually, you would send your invoice after you have provided your goods or service therefore this will most likely be viewed as post contract and therefore unenforceable.
However, it is very important to have your terms on your quotes and order acknowledgments. Having a reference to your terms available on your website on your quote and order acknowledgment may be sufficient although I would always air on the side of caution and include a copy of the relevant terms in the body of the quote or order acknowledgment. Under common law, terms must be made known to the buyer for the buyer to accept. Therefore, your customer could argue that the buyer was unable to go on your website to view your terms therefore was unable to accept them.
If you have overriding signed terms that covers all current and future works and states that any variation to the agreed terms can only be in writing by a director of your company, you need only mention on future quotes that they are subject to your standard T&C’s available on your website.
If, however you are relying on ‘Acceptance by Conduct’ and do not have a specific signature on overriding terms, then I would recommend the relevant terms are attached to quotes for each different service, you only need to attach the terms for the service you are quoting for.
If the customer’s PO has their terms and you don’t have your terms signed, then I recommend you send an Order Acknowledgment before any work is carried out/ goods dispatched to reassert your terms (Battle of the forms)
I would mention that having express agreement that the terms cannot be varied without written agreement of a director works both ways, if you ever want to amend your terms with existing customer’s, you will need to get their express agreement in writing and won’t be able to show ‘Acceptance by Conduct’ for the variations.
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