You've just got a great deal from a supplier. To cement the deal you have to sign their terms. It's small print of course, but at a quick glance it looks like others you've seen so where's the harm in signing it?
I recently wrote about Ofcom's complaint that social media terms are "lengthy, impenetrable and inconsistent". I previously wrote about "doing the legal thing" on contract terms. Here are five other things you should check when you get that contract from the supplier. Alternatively, if you're the supplier, here are some points you might want to insert!
1) Price hikes. Is that discounted price offered upfront cancelled out in the small print? It is common to allow for prices to rise with inflation but, as RPI is currently running sky high, you should check this. You should also watch for increases due to changes in legislation or costs of materials within the first 12-36 months. The supplier should build those in when quoting the price.
2) Retention of title. The supplier will typically own the supplied products until the customer has paid for them in full. Generally, this will not prevent the customer from incorporating them into their own product or reselling them. As the customer you should check whether you need to keep them physically separate in your warehouse and whether the supplier has included the right to enter your premises to retrieve them.
3) Time is of the essence. This means that if one party is late fulfilling their obligation, the other side can terminate. The supplier will probably try to resist making this promise for its delivery obligations but may insist on it for the customer's duty to pay.
4) Warranties. A supplier may exclude warranties of the quality of the product or whether it is fit for any purpose. This could leave the customer exposed if its client insists on these obligations when buying from the customer or if it's a B2C with the customer selling directly to consumers.
5) Indemnity. An indemnity is a promise to pay if something happens. These can be onerous and are like writing a blank cheque. US lawyers love them and include them to cover everything. English lawyers use them more sparingly and often restrict them to specific pre-defined heads of loss. So look out for these.
If you need advice, contact me email@example.com or +44 (0) 20 7611 2338. I advise customers and suppliers - not on the same contract at the same time of course - so I've seen (and advised on) all the tricks.