A business will deal with other businesses and customers on a regular basis, often both buying and selling products and/or services. To maintain good working relationships with these other businesses and customers it pays to properly think through the terms upon which you do business with them.
Depending on the nature of the agreement, certain provisions may or not be legally permitted when it comes to drafting the necessary agreement. Our Business Law Department can guide you through drafting the agreements needed for your business making sure your business is complying with the relevant laws, but also limiting risk exposure.
In particular, our Business Law Department has extensive experience in drafting, negotiating and reviewing:
Standard terms & conditions
Businesses often have a standard set of terms and conditions and rely upon their sales people to incorporate these into contracts with customers and suppliers. Standard terms and conditions are an efficient method for a business to set out the basis of its contractual relationship with customers and suppliers without having to draft a bespoke contract for each transaction. However, there are many legal and practical limitations that should be considered such as the legal restrictions on the extent to which a company is allowed to exclude or limit liability.
The standard terms and conditions are intended to govern the majority of all the work your business does, and therefore with this in mind a business should be asking itself some critical questions. Firstly, what are the contents of the terms and conditions, are they up to date and are they appropriate for my business? Secondly, are my sales people properly incorporating the terms and conditions into each contract or is the business inadvertently contracting on other businesses’ terms and conditions which aren’t favourable to my business?
Our Business Law Department can review your standard terms and conditions and make sure they are appropriate for the needs of your business and provide your business with the best possible protection when contracting with customers and suppliers. In particular the team will look at, amongst other things, matters such as incorporation of the terms and conditions into the contract between the parties, warranties and indemnities, exclusion of liability, retention of title, passing of risk, delivery and acceptance and price and payment.
Distribution & agency agreements
A business may decide to supply products to an end customer through an intermediary. This can either be with the intermediary acting as an agent, whereby the agent acts on behalf of the supplier and the contract remains between the supplier and end customer. Alternatively the intermediary may act as a distributor, whereby the distributor buys the product and then enters into a contract with the end-customer for re-sale of that product. Each has different consequences as to the financial and commercial risks and benefits and therefore our Business Law Department can help you give careful consideration as to which type of agreement to enter into and the terms and conditions of that agreement.
The advantages of appointing a distributor rather than an agent include passing on a large degree of the risk associated with the product, a distributor may be more motivated to sell the products, there is no need to establish a place of business within the distributor’s territory, the supplier will not generally be liable for the distributors activities whereas the supplier may be liable for an agents activities and in the UK no compensation or indemnity is payable to a distributor on termination of the distribution agreement. Conversely, a supplier has less control over a distributor than an agent and there is more risk of non-compliance with competition regulations when entering into a distribution agreement.
A franchise agreement must clearly set out the relationship between the franchisor and franchisee including the franchisor allowing the franchisee to use the name and operational methodology associated with the franchise business, the levels of control the franchisor shall exercise over the franchisee, the amount of assistance the franchisor will give the franchisee and details of payments to be made by the franchisee to the franchisor.
Our Business Law Department can advise you in respect of the legal and practical advantages and disadvantages of franchising and will work with you to draft, review and negotiate the necessary agreements.