Customer wants a contract - I don't have one!

[Banksbroo]

I've an oversees customer who needs a copy of a contract for their tax authority. Bizarrely I've somehow managed over 30 years in business without having a formal detailed written contract. Yes I know i "should" have something in place, but the fact remains I don't. Customers order online, by phone, PO's etc - and I either send the stuff or provide the service. 90% of sales are B2B. Should I use a generic supply of services type contract? Anyone used the contract templatess from Lawbite?

 

[Newchodge]

I've an oversees customer who needs a copy of a contract for their tax authority. Bizarrely I've somehow managed over 30 years in business without having a formal detailed written contract. Yes I know i "should" have something in place, but the fact remains I don't. Customers order online, by phone, PO's etc - and I either send the stuff or provide the service. 90% of sales are B2B. Should I use a generic supply of services type contract? Anyone used the contract templatess from Lawbite?

You have a contract, you use it every time you make a sale. Just write down what is normal ad get it checked.

 

[DontAsk]

Do you not have stated terms and conditions, e.g., on your website?

 

[Banksbroo]

We do but fairly generic about company particulars, terms of business, returns etc.

 

[fisicx]

We do but fairly generic about company particulars, terms of business, returns etc.

Just paste that into a document and attach to an email.

I had similar for a customer in the Baltics. I sent a generic document in a fancy font with headers and footers and they were quite happy.

 

[StrategyDoctor]

I've an oversees customer who needs a copy of a contract for their tax authority. Bizarrely I've somehow managed over 30 years in business without having a formal detailed written contract. Yes I know i "should" have something in place, but the fact remains I don't. Customers order online, by phone, PO's etc - and I either send the stuff or provide the service. 90% of sales are B2B. Should I use a generic supply of services type contract? Anyone used the contract templatess from Lawbite?

Yes, LawBite or something similar is a good place to start. Having a contract or basic Terms of Sale is always worth it — you’ll only ever really need it if something goes wrong!

If you’re going to the trouble of putting one together, it’s worth taking a bit of time to get it right. You haven’t said what your business does, but think about the main risks — what could go wrong, where confusion could arise, and how you’d want to protect yourself if a customer ever challenged you.

A decent template will do most of the heavy lifting, but a few tweaks to suit how you actually work can make all the difference.

 

[Gecko001]

I've an oversees customer who needs a copy of a contract for their tax authority. Bizarrely I've somehow managed over 30 years in business without having a formal detailed written contract. Yes I know i "should" have something in place, but the fact remains I don't. Customers order online, by phone, PO's etc - and I either send the stuff or provide the service. 90% of sales are B2B. Should I use a generic supply of services type contract? Anyone used the contract templatess from Lawbite?

There is no "should" in connection with having a formal written contract, except if it involves land transactions, so a lawyer once told me, or sometimes if you are dealing with a customer or supplier in a foreign country. Dealing with overseas customers, written documentation to satisfy their authorities is quite common.

My suggestion is to keep it simple. I once had a supplier from India, who insisted on me giving them a work order to satisfy their authorities. A simple two or three sentence description of the work asked to be supplied on letter headed paper and signed was sufficient.

 

[AmazonGeek]

Chat GPT is perfect for stuff like this as long as you give a detailed prompt and it isn't too complicated.

 

[Banksbroo]

Ta. But I'm probably the last person in the country who has never used chatGPT or any other LLM for that matter!

 

[Newchodge]

Ta. But I'm probably the last person in the country who has never used chatGPT or any other LLM for that matter!

Joint last, perhaps!

 

[AmazonGeek]

Well worth £15 per month (might be £20 now). If you start using it, make sure you switch to 'thinking' mode. It takes longer to work out the answer but it avoids most of the 'hallucinations'.

The key is the prompt you give it. The more details the better. I've used it for 15-page commercial client contracts and it is amazing. With the paid subscription it also learns from your previous conversations and gets more efficient as it goes.

 

[The Resolver]

As @Newchodge has said you DO have a contract in law whether or not anything has been written down. You agreed to supply products/services and the customer agreed to pay the price. But the reason why it is most unwise to not have a proper written set of terms and conditions is to avoid disagreement as to precisely what has been agreed.

When selling to another country in B2B it is vital to have a jurisdiction clause agreeing that not only that disputes shall be decided in accordance with the laws of England and Wales but that court proceedings can only be issued in the courts of England or Wales. Otherwise the buyer might be able to sue you in his own country. BTW, he usually can in B2C.

Another absolutely vital clause with B2B is to agree that no proceedings will be issued in court until the parties had tried to resolve through mediation. In fact court could be avoided altogether in favour of arbitration (quicker and less costly). I include for clients a very detailed process to be followed by each party including exchanging detailed explanations of position , even before mediation to help reach an agreed resolution.

Another useful clause is one that severely restricts the amount of damages that a buyer is allowed to claim. Again only in B2B.

In fact because your exposure to claims is lower in B2B than with B2C, its often useful to have a clause stating quite clearly that the contract is B2B i.e. that the buyer agrees that when buying he is acting for business purposes. Very useful, for example, when an expensive camera is being bought by a professional photographer which the buyer could, however, claim was for non-business purposes (i.e. a hobby). Obviously laptops would come within this category.

Having a set of terms and conditions may not be a total solution since, subject to website navigation and content, the buyer might be able to argue that he did not read them let alone agree to them.

I could go on as to why it is very unwise not to go to the length of having a detailed and tailored contract (not unadjusted template) especially with your B2B customers. But I guess everyone seems agin me on that.

 

[Allen_Bernier]

I've an oversees customer who needs a copy of a contract for their tax authority. Bizarrely I've somehow managed over 30 years in business without having a formal detailed written contract. Yes I know i "should" have something in place, but the fact remains I don't. Customers order online, by phone, PO's etc - and I either send the stuff or provide the service. 90% of sales are B2B. Should I use a generic supply of services type contract? Anyone used the contract templatess from Lawbite?

Honestly, just turn your existing T&Cs into a simple one-page contract and send it over. You already have a contract in practice, you’re just putting it in writing for their paperwork.

 

[Banksbroo]

As @Newchodge has said you DO have a contract in law whether or not anything has been written down. You agreed to supply products/services and the customer agreed to pay the price. But the reason why it is most unwise to not have a proper written set of terms and conditions is to avoid disagreement as to precisely what has been agreed.

When selling to another country in B2B it is vital to have a jurisdiction clause agreeing that not only that disputes shall be decided in accordance with the laws of England and Wales but that court proceedings can only be issued in the courts of England or Wales. Otherwise the buyer might be able to sue you in his own country. BTW, he usually can in B2C.

Another absolutely vital clause with B2B is to agree that no proceedings will be issued in court until the parties had tried to resolve through mediation. In fact court could be avoided altogether in favour of arbitration (quicker and less costly). I include for clients a very detailed process to be followed by each party including exchanging detailed explanations of position , even before mediation to help reach an agreed resolution.

Another useful clause is one that severely restricts the amount of damages that a buyer is allowed to claim. Again only in B2B.

In fact because your exposure to claims is lower in B2B than with B2C, its often useful to have a clause stating quite clearly that the contract is B2B i.e. that the buyer agrees that when buying he is acting for business purposes. Very useful, for example, when an expensive camera is being bought by a professional photographer which the buyer could, however, claim was for non-business purposes (i.e. a hobby). Obviously laptops would come within this category.

Having a set of terms and conditions may not be a total solution since, subject to website navigation and content, the buyer might be able to argue that he did not read them let alone agree to them.

I could go on as to why it is very unwise not to go to the length of having a detailed and tailored contract (not unadjusted template) especially with your B2B customers. But I guess everyone seems agin me on that.

All very pertinent and wise words, thanks. I did sort out a contract in the end, I'm in Scotland, so Scottish law and Scottish courts. I did have mediation clause as that would be my preference anyway in these things! I tried the template via Lawbrite - requested a call back - nothing. I suppose they couldn't get someone on the cheap to do Scots law?

 

[MikeJ]

Since moving to Scotland, I think I was advised around every 3 months that "Scottish Law was different to English Law". Nobody ever said in what way though. You just had to nod.

 

[Banksbroo]

Significantly different in land and property law. And woe betide anyone who doesn't factor in Crofting law when they think they are buying 3 acres and a house in the crofting counties at a bargain price!

 

[Rydale]

What everyone says!

Think of each sale like a mini contract, and write it out - essentially your Ts and Cs.

How are orders made / received/ acknowledged?

When is payment due? How should payments be made? What are the consequences for not paying on full in time?

What happens in the variations of 'something has gone wrong'? (Damaged, lost, incomplete, no longer needed). How long do people have to respond? What are you prepared to give them?

Some food for thought I hope!