🧾 What terms and conditions are – and why they matter

Terms and conditions are a set of pre-written provisions that:

• supplement the main contract

• define rights and responsibilities in both normal and crisis scenarios

• ensure consistency when dealing with multiple partners

Common topics include:

• delivery deadlines, transfer of risk, liability for defects

• payment terms, late payment penalties

• complaints, limitation of liability

⚠️ When terms don’t apply – and why it matters

Terms and conditions must be explicitly accepted by the other party. Otherwise, they don’t apply.

❌ Common mistakes:

• attaching T&Cs in an email without referencing them in the contract

• referencing terms without giving the other party a chance to read them

• conflicting versions in different documents

• “battle of forms” – each party sends their own terms, but no agreement is reached

📚 Real-world example:

A company sent a purchase order with its own terms. The supplier confirmed it but attached their own. Both assumed their version applied. When a dispute arose, the court had to determine what – if anything – was agreed on. The outcome helped no one.

✅ Lawyer’s recommendation:

• If you use terms and conditions, make sure they are clearly integrated into the contract.

• Use language like: “The general terms and conditions attached form an integral part of this agreement.”

• Always attach the actual text of the T&Cs.

• For ongoing business relationships, consider agreeing in advance which documents take precedence.

• Don’t use a one-size-fits-all approach – your terms must reflect your business and risks.