Taking time to negotiate a good commercial contract will benefit you in the future, both in terms of time and finances, especially if you make a comprehensive contract that meets the needs of both parties. Listed here are some hints to help you negotiate a successful commercial contract.
Who are you negotiating with?
If you are doing business with a new client then you will need to ensure that you are satisfied as to their location and credit worthiness. Performing a credit check on an individual or company might mean you avoid ending up out of pocket if they fail to pay in the future.
If you are negotiating with a company, it is worth checking their address and registered number with Companies House (this can be done fairly cheaply over the internet).
Is the identity of the company or individual that you are dealing with crucial to the performance of the contract or are you happy for them to assign their rights to someone else? Permitting assignment is often an important negotiation point of a contract - many providers only want to deal with one party. Assignment can bring a higher price and more favourable terms for the contract provider. Conversely however assignment requires a high degree of flexibility and the ability to deal with different parties, of which may not suit your organisation. Make sure either way that the terms of assignment are clear.
What is the purpose of the contract?
Irrelevant to whether the contract is for goods or services an adequate description of what is being sold should be provided so that the buyer is clear on exactly what they will be receiving.
If you are a commercial seller then you must ensure that any goods sold under the contract are of a 'satisfactory quality' and are 'fit for purpose'. Due to the Sale of Goods Act (1979) these requirements are automatically implied under the contract.
Any assumptions as to the quality of the goods or services which are bespoke to the contract should be documented as agreed by both parties. These assumptions will normally match whatever was negotiated upon at the point of sale. Money, what was the agreed price?
Before drafting the contract it is important that you negotiate and agree upon a price for the performance of the contract. However when creating the contract you should try to detail any potential extra costs that may be incurred by the buyer. Be as open as you can with costs as this tends to be one of the main areas around which contractual disputes arise.
If the contract is for a large sum of money then a payment plan can be negotiated between the parties and this should be detailed in the contract. Specify dates upon which any deposit money should be paid and when each payment installment becomes due. You may also like to provide a preferred payment method i.e. by cheque or bankers draft.
Every business should ensure that they have tightly drafted terms and conditions of business prepared by specialist commercial lawyers for every transaction - and should consider dedicated commercial contracts for large transactions.