How many times have you agreed to someone else’s “Standard” Terms and Conditions? How many times have you forced a customer to agree to your Standard Terms and Conditions? Does anyone pay any attention to Standard Terms and Conditions? Very few people other than the lawyers who draft them (and sometimes they don’t pay enough attention). Why bother with them? They take up space and anger or annoy anyone who bothers to read them.
The answer is simple; if you are ever in a dispute, they are the most important part of your contract. A dispute is usually not about the negotiated terms; a dispute arises because an unanticipated event occurs. The terms and conditions address the unexpected.
In a series of short articles we will examine a number of common “boilerplate” provisions which occur in many if not most pre-printed contracts. We will address:
- Offer and acceptance
- Deliver and Risk of Loss
- Limitations of Liability
- Choice of Law and Venue
- Merger / Amendment
- Survival of Representations and Warranties
Follow along and at least you’ll understand what you are signing.