Commercial Contract Solicitors
Our commercial contract solicitors possess a wealth of experience in dealing with national and international supply arrangements of goods and services. We act for manufacturers, suppliers, distributors, customers and agents ranging from OMEs, SMEs to FTSE 100.
We provide clear, commercial and pragmatic advice and assistance. Our ethos is to work closely alongside our clients to identify creative solutions to their business needs and draft commercial contracts tailored to their unique requirements.
Commercial contracts are invariably complex and require cross-sector specialism and a firm that understands domestic and international trade, market conditions and other impacts on your business’ supply chain.
Our commercial contract solicitors invest time understanding our clients’ businesses and how they operate to identify potential risks and offer pragmatic solutions.
Our commercial contract lawyers ensure that contract terms are carefully drafted to cater for revenue, title, risk, liability and each party’s respective obligations, whilst also identifying that many of our clients’ requirements go beyond the terms of a written contract.
As part of a full-service commercial law firm, our commercial solicitors work closely with our Dispute Resolution, Employment, and Commercial Property departments to provide our clients with a seamless service.
Our collaborative approach ensures that matters such as data protection, competition law and employment law, are appropriately catered for.
Commercial Contracts for Suppliers
Whether you are supplying goods, services, or software, we support our clients throughout every stage of their operations. We can draft tailored contracts for each aspect of your supply chain arrangements, review and update existing terms and conditions, advise on internal contract management practices and order processes, and negotiate contracts on your behalf.
Supply contracts can be complex, and your business may invariably be dependent upon other third parties for their goods or services for your business to be able to deliver its goods or services under its agreements with your customers.
Managing this risk exposure for your business is essential and requires mirroring or “flowing-down” obligations and terms into your customer contracts. We look at the full picture (and often map this out) to identify potential risks.
The specific terms of your supply contracts will vary according to the nature of the relationship between you and your customers, including whether the goods or services are provided on a business-to-business (B2B) or business-to-consumer (B2C) basis and whether they are bespoke and tailored to your customer’s specific requirements and specifications.
Any business that supplies goods, services or digital content to consumers must consider that consumers are entitled to enhanced rights within the UK, and our Commercial Solicitors can provide practical guidance and support in this area of law.
For long-term supply arrangements, terms governing business continuity, index-linked product price reviews, and exclusivity of supply may also be required. We are adept at recognising domestic and international supply chain challenges and ensuring that our clients’ contracts are drafted to navigate these markets.
Commercial Contracts for Customers
Whether you are purchasing goods, services, or software, we support our clients throughout every stage of their purchasing requirements.
We understand our clients’ need as customers within a supply chain to operate on formal supply contracts to obtain price discounts and rebates, security of supply, preferential ordering and delivery timeframes, and potentially exclusivity of supply.
Our experience with intellectual property rights and development services means we can ensure that your supply contracts grant you the necessary and relevant rights to the products being developed for you.
A pro-customer supply contract will contain additional terms which benefit the customer, including:
- An obligation on a supplier to maintain minimum stock supplies to guarantee and quickly meet a customer’s order;
- An obligation on a supplier to maintain and provide evidence of industry accreditations or safety certifications of products;
- Attractive credit and payment terms;
- Warranties from manufacturers or suppliers as to the quality of the goods or services being provided;
- Intellectual property licences or an assignment of such rights;
- Restricted ability for suppliers to review or increase the price of the goods or services; and
- Generous (or no) limitations of the supplier’s liability for any loss or damage they cause in relation to supplying the goods or services.
Why Work With Our Commercial Team
- We have been ranked as a Top Tier law firm by the Legal 500 for the last seven years and recognised as a Top 200 Law Firm in 2022.
- You will have access to 10 commercial lawyers across the Myerson Commercial Group that can help with issues relating to commercial contracts, consultancy agreements, distribution arrangements and franchising.
- You will receive city-quality commercial legal advice and commercial services at regional prices.
- We provide a partner-led service to ensure you receive the best commercial legal advice and support.
- We have a large and proactive commercial team which can meet your deadlines.
- We understand that each matter is unique to your circumstances and that you need support from a commercial lawyer experienced in dealing with various clients and types of work.
- We are a full-service law firm operating from a one-site office, which means our teams communicate effectively and efficiently. Our commercial team often assists with commercial property and IT / Technology matters.
- Our commercial team use the latest technology to ensure that we are working as efficiently as possible, and that geographical distance does not prevent us from providing excellent legal advice and client service.
- Our commercial lawyers were the winners of ‘Corporate Commercial Team of the Year 2021’ at the Manchester Legal Awards.
- Look at the Myerson Promise for further benefits of working with us here.
Commercial Contract Experience
- COVID-19 Testing Providers. We act for various clients operating in life sciences, including those providing wellness and cancer testing kits and services, COVID 19 lateral flow tests and PCR tests and services. We have assisted with drafting the terms and conditions for the supply of goods (testing kits) and laboratory testing services, disclaimers, and provided ongoing advice on Government regulations and guidance issued by the Competition Markets Authority.
- International Manufacturing and Supply Agreement. We negotiated and drafted the terms of a manufacturing and supply of goods agreement between a large UK manufacturer and a well-known international mattress supplier.
- Managed IT Services Agreement. We have acted for several large regional providers of managed IT services, drafting B2B terms and conditions for supplying such services. The agreements we have prepared cater for the unique service levels arrangements and business continuity plans.
- Outsourced Supply Agreement. We acted for a large construction company with their outsourced supply agreement. As the customer, our client wanted to ensure that third parties it engaged with to provide goods and services to it were procured on a unified contractual basis. Further, we also prepared a simplified Services Contract for smaller procurements.
- Supply of goods. We prepared purchase terms for the supply and purchase of lateral flow test products and kits. The supply of the goods is the start of a larger supply chain and therefore our client needed to ensure that it’s orders for the supply of the goods were managed to alleviate risks further in the supply chain and that it could meet its delivery deadlines and product volumes ordered by its customers.
- Consultancy Services Agreement. We prepared a pro-customer consultancy services agreement governing the provision of regulatory compliance and consultancy services in the biocidal and pesticide sector.
- Software and Services. We have acted for a variety of clients procuring and implementing software and software services within their business including bespoke software development. For more information on our IT services see our pages here.
Commercial Contract FAQs
What should a supply of goods contract include?
Contracts supplying goods to consumers or businesses will require different terms, as consumers are entitled to enhanced rights within the UK. Terms governing cancellation and termination rights and restricting the supplier’s liability will therefore vary depending on whether the contract is on a B2B or B2C basis.
All contracts for the supply of goods will require terms providing for the type and description of the goods sold, how an order can be placed, payment, delivery and collection, risk and title to the goods, storage or any haulage service required.
The type and nature of the supply of the goods will impact the type of terms required. For example, international long-term supply agreements will require an order and delivery process that reflects the long-term relationship of the parties and the geographical distance involved, such as delivery by reference to agreed Incoterms to factor in responsibility for freight and import tariffs.
What should a supply of services contract include?
Contracts supplying services to consumers or businesses will require different terms, as consumers are entitled to enhanced rights within the UK. Terms governing cancellation and termination rights and restricting the supplier’s liability will therefore vary depending on whether the contract is on a B2B or B2C basis.
Contracts for the supply of services will require terms providing for payment, the type and description of the services (including specification and standard of service delivery), any output or deliverables to be provided, time for performance and whether any service levels are provided.
Do online businesses need different terms and conditions?
Whether a business contracts with its customers online, via the telephone or email, on a doorstep basis, or from a bricks-and-mortar shop, will determine how the contract with that customer comes into effect, and what laws and regulations apply to the contract.
How can a contract help manage changing market conditions, such as inflation and a rise in the cost of raw materials?
A well-drafted contract should act as a tool offering project-management capabilities to the parties who have entered into it. A contract can include provisions allowing the parties to agree on variations to the price of goods or services periodically, such as an annual increase in line with inflation or by reference to an agreed index.
Also – the contract should set out the mechanism that the parties should follow in the event of a dispute. A common approach is to require the parties to enter into good faith discussions with senior representatives of each party, and should such discussions fail, attend mediation before resorting to court proceedings. By agreeing on a dispute resolution process before entering into the contract, parties can help avoid a protracted dispute in the future and increased legal costs.
What is the risk of operating without written terms?
Without written terms in place, a contract for the sale of goods or services shall be an oral one. Oral contracts are legally enforceable, however, leave parties vulnerable to dispute as there is a lack of certainty as to terms.
In the context of the sale of goods and services, an absence of written terms leaves key areas of the relationship unclear: what exactly do the services entail? What quality, nature and colour are the goods? When will the goods be delivered and who shall pay for delivery? If a customer is unhappy with the quality of the services provided, are they entitled to a refund?
Operating on written terms removes the uncertainty and helps avoid disputes in the future.
Why should a customer seek to operate on its own terms?
For a business that sources a range of goods and services from various suppliers, operating on its own terms enables the business to harmonise its operations, and ensure a consistent standard of service delivery is achieved. This can help alleviate the administrative burden of monitoring numerous contracts which may have differing payment terms, delivery timescales and service levels.
How should a customer operate on its own terms?
Customers can attach to their purchase order form (or reference by hyperlink to their website) and their standard terms and conditions when placing an order with a supplier. However, customers seeking to operate on their own terms and conditions should ensure such terms are incorporated into the contract. Many suppliers will wish to operate on their own standard terms. A customer must therefore take steps to ensure that their terms take precedence.
What should a customer do if a supplier operates on its own terms?
For terms and conditions to govern the contractual arrangement between a business and its suppliers, must be incorporated into the contract. Businesses, therefore, need to implement processes that bring the terms and conditions to the attention of the other party(s), and ensure that such terms are accepted by the other party(s).
With many businesses now operating by attaching their standard terms and conditions to their purchase order forms or quotations, or by including a hyperlink to their terms on their website, the risk of failing to properly incorporate terms has increased. This should be monitored regularly to address the risk such approach poses. Further information on incorporating terms and conditions and mitigating risk can be found here.
What terms should a customer consider including in its own contracts?
Pro-customer contracts should contain terms governing the supply of the goods or services that the customer is purchasing, such as the description and quality of the goods or services being supplied, the time of delivery, any service levels and payment terms.
Pro-customer terms should reflect how the customer’s business operates such as delivery timescales that accommodate the customer’s stock rotation schedules, delivery methods that are time and cost-effective for the customer, and credit and payment terms which complement the customer’s payment runs.
Meet Our Commercial Solicitors
Home-grown or recruited from national, regional or City firms. Our specialists are experts in their fields and respected by their peers.
Carla is a Partner and Head of our Commercial Team
Richard is a Senior Associate in our Commercial Team
Olivia is a Solicitor within our Commercial Team
Karam Bhatti is a Trainee Solicitor in our Commercial Team
Megan Powers is a Legal PA in the Corporate and Commercial Teams
Contact Myerson Solicitors
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