Incorporating your standard terms and conditions in contracts

Many businesses have their own standard terms and conditions. However, standard terms and conditions will only be binding upon the parties to a contract if they have been incorporated into the contract.

How can I ensure that my standard terms and conditions are incorporated into a contract?

If you wish to ensure that your standard terms and conditions are incorporated into a contract with one of your customers or suppliers it is necessary that you give your customer or supplier notice of your standard terms and conditions before the contract is made.

Notice can be given in a number of ways. For example, by sending or handing a copy of your standard terms and conditions to the other party or by ensuring that they are drawn to the other party’s attention in some other way, for example by posting a copy on your website or by printing a copy on the reserve of order forms and invoices.

If your standard terms and conditions are printed on the reverse of a document, as is commonly the case, it is important when sending communications by fax, for example, to ensure that the other party is provided with copies of both sides of the document

The question as to whether adequate notice has been given in a particular case will depend upon the circumstances of that case.

Since it is necessary to ensure that the standard terms and conditions are brought to the attention of the other party before the contract is made copies printed on documents after that date such as order confirmation forms or invoices will only be binding on the parties if they have been brought to the other party’s attention on at least 2 previous occasions (where this has happened the standard terms and conditions are said to have been incorporated by virtue of a “previous course of dealings” between the parties).

If you have given adequate notice of your standard terms and conditions to your customer or supplier then normally your customer or supplier will be deemed to have accepted them.

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For more information on:

  • If both parties supply standard terms and conditions to each other which terms will apply?
  • How can I prove that my standard terms and conditions were incorporated into the contract?