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Learn why incorporating Trading Conditions is crucial for businesses. It clearly outlines obligations, prevents disputes, strengthens legal cases, and allows you to set parameters.
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Trading Conditions &The Importance of Incorporation James Staines
Why have T & C • Clearly sets out each sides’ obligations • Removes room for dispute • Strengthens your case in the event of litigation • You set the parameters – arbitration v litigation • Makes life easier for your solicitor
Parameters • Sale of Goods and Supply of Services Act 1980 • Consumer Credit Act 1995 • Custom and Practise in the Trade • Terms and Conditions in Contract
Incorporation I “..trade under terms and conditions…” • Notice before contract is concluded • Can’t seek to retrospectively apply terms • Not necessary that the conditions were read • Reasonably sufficient notice
Tips Main Points • T&C’s incorporated into Sales docket • At the start “negotiation” stage • Not after agreement. • Danger of the “One off” contract • When quoting for a job, at all times ensure that your offer includes an express written reference to the Conditions.
Tips • Conditions available by email, fax or letter; • Standard letter. • Standard Invoice • Saved as a PDF file - easily emailed. • If quoting on phone • expressly say subject to the Conditions • confirm conversation in writing email/fax • Attach PDF copy of the conditions or link.
Warranty • S10 – SOGSOS -Implied Warranty – Title, Description, Sample • S12 – SOGSOS –Implied warranty for spare parts service:- • As set out in offer/advertisement • For period stated; • If no period stated – “reasonable”
Warranty • Set out in T & C’s • Clearly set out conditions:- • – hours; • Milage; • Length – 6 months/2 years • Manufacturers’ Warranty
Irish Asphalt Case • Had sought to limit damages to the value of the product delivered • Argued T & C’s had been incorporated as follows:0 • by signature: delivery dockets signed by Elliott Construction’s site foreman referred to its terms and conditions. • by actual notice: its terms and conditions were set out on three credit notes provided to Elliott Construction. • by reasonable notice: Elliott Construction’s site foreman had reasonable notice of its terms and conditions. • by a consistent course of dealing between the parties. • by reference to trade custom. • All arguments rejected by Supreme Court
