Terms and Conditions
Contract Law and General Terms and Conditions (GTC)
Contracts primarily serve to avoid disputes. To this end, they must clearly and precisely regulate all rights of the involved contractual parties. This insight is widespread for extraordinary business transactions (contractual partners in a non-European country, rare contract forms). However, the same principle applies to seemingly standard everyday transactions.
The statement: “I’ve known them for years…” is recognized as dangerous at the latest when the contractual partner encounters economic problems, possibly even becomes insolvent, or the contact person changes. Then, as a rule, only the written word counts, as only this is provable. Therefore, a good, clear contractual basis is of utmost importance, even if you “know each other so well”. We are happy to help develop contracts that both parties feel comfortable with.
The focus areas of our consultation are
- Review and creation of General Terms and Conditions (GTC) for inter-industrial supply and purchasing business as well as for contractual relationships with trade (purchasing conditions and sales conditions)
- Warranty and guarantee issues, including drafting of guarantee statements
- Support in disputes concerning supply contracts, purchase contracts, and sales conditions
Contract law has undergone significant changes due to the so-called reform of the law of obligations, which came into effect on January 1, 2002. Even today, numerous effects of these now long-past legislative changes remain unclear due to a lack of supreme court rulings. It is therefore all the more important to protect oneself against possible negative consequences as best as possible and to conduct a risk assessment.
In addition, we are available for other questions related to contracts, whether service or work contracts, loans, guarantees, or brokerage agreements.
Tailored Terms and Conditions
Templates for terms and conditions, whether for purchasing or sales, are essential in case of emergency.
There are certainly many – including some good – templates available on the internet or from industry associations. These can be a good guideline. Nevertheless, it is advisable to use tailored terms and conditions for purchasing or sales due to the always present peculiarities of one’s own business model, customers, or buyers. Only through individual consultation can the relevant specifics for you be taken into account.
What could such specifics be?
The procurement of goods from the Far East always requires a special examination of the conditions and preparation of contracts. Here, it is particularly important to consider payment terms, insurance issues, customs clearance, and the transfer of risk.
What happens if the ship sinks or is hijacked, if the delivery is delayed, stolen, or sinks?
Are there possibly suitable trade customs, such as those provided by the ICC in Paris in the form of the so-called INCOTERMS?
When sourcing from or delivering to Arab countries or Russia, to name just a few examples, it must be considered how conflicts can be resolved in case of dispute so that the decision can actually be enforced. Which law should be applied?
Are there out-of-court options for dispute resolution? Is an arbitration agreement sensible?