Should we, as a smaller Jersey business, review our contracts before signing them?
Entering into contracts is part of running a small business and it’s important to manage contracts and relationships carefully. It is important that you fully understand the terms of a contract before signing. Contracts can be complex.
A well drafted commercial agreement or business contract is the key to avoiding time consuming and costly legal disputes. Such a document can provide the framework within which you and the other parties involved (such as your suppliers, distributors and clients) can work together, while also protecting your commercial interests.
A commercial agreement or business contract should reflect the agreement you have made with the other party. It should clearly set out what services or goods are to be supplied and what each party is required to do to ensure performance of the contract.
A commercial agreement or business contract that does not clearly set out the rights and responsibilities of the parties involved can lead to damaging disagreements. Should disputes escalate, the Jersey Courts will look at the terms of the commercial agreement or business contract and you could find that the document that should have protected you may actually work against you.
Is there a standard format for commercial contracts?
There is no set format that a Jersey commercial contract must follow.
Generally it will include terms, either expressed or implied, and conditions that will form the basis of the agreement.
Contract conditions are fundamental to the agreement. If the contract conditions are not met it is possible to terminate the contract and seek compensation or damages.
Warranties are less important terms and not fundamental to the agreement. You may not be able to terminate a contract if the warranties are not fulfilled, however, you may be able to seek compensation for any losses incurred.
Contracts usually include, but are not limited to, the following items:
- Details of the parties to the contract, including any sub-contracting arrangements.
- Duration or period of the contract.
- Definitions of key terms used within the contract.
- A description of the goods and/or services that your business will receive or provide.
- Payment details and dates, including whether interest will be applied to late payments.
- Key dates.
- Required insurance and indemnity provisions.
- Guarantee provisions, including director’s guarantees.
- Damages or penalty provisions.
- Complaints and dispute resolution process.
- Termination conditions.
- Special conditions.
What is the benefit to the business ensuring commercial contracts are reviewed?
Ensuring that the business has in place robust, written commercial agreements or business contracts can add considerable value to your business. Agreements with suppliers and customers are after all the backbone to a business and yet all too often little time and attention is given to drafting and or adequately reviewing agreements with supplier, agents, distributors and clients.
Once you’ve signed a contract you may not be able to get out of it without compensating the other party for their genuine loss and expenses.