Standard Terms and Conditions

Like most contracts, a business’s Standard Terms and Conditions between themselves and their customers exist only to protect the business from a transaction run amuck. When a transaction turns bad Standard Terms and Conditions are usually essential.

Sometimes these terms look like any written contract and mutual agreement is demonstrated through signatures. But because commercial law allows contracts between two businesses to be formed by the failure to object to written terms, binding contracts can result from the failure to object to terms printed on the back of purchase orders, order confirmations and invoices or as part of a proposal. While you can impose terms this way, they also can be imposed on you. It is important to not overlook such terms and object if you disagree. For example an invoice may attempt to impose interest on a late payment. That interest can be avoided simply by sending an email objecting to it.

Standard Terms are essential if you allow customers to defer payment and if your goods or services are subject to a warranty. If there is a dispute, they can control both the location and type of dispute resolution forum as well as whether you legal fees will be reimbursed. These terms can also limit and control the type and amount of claims a customer can make.

Obviously, you would not expect a restaurant to require their patrons to sign an agreement before serving them dinner. Yet, the tiny print on the back of movie, sports or parking validation ticket is actually terms and conditions creating obligations and limiting liability between a business and its customers. While, this may be a weakness in our legal system, the outcome of a commercial dispute is often more dependent on the existence and application of Terms more so than what actually happened.