(4) Notification of Queries and Complaints
'Notification of queries and/or complaints must be notified to the supplier verbally or in writing within seven (7) days of receipt of the goods (service) and/or invoice: whichever is the latter.'
This clause stops the customer from inventing queries or complaints as an excuse for non-payment. It also gives you an immediate opportunity to resolve any problem to the customer's satisfaction, thereby, reducing the possibility of the customer requesting a refund. (5) Retention of Title
'Title to the invoiced goods will only pass to the buyer/customer when full payment of the invoice is received by the supplier.'
If your goods can be easily identified, you can recover your goods on default of payment. If your goods are low value and low volume, or form a small internal part of a larger manufactured item built by your customer, you are unlikely to recover your goods due to identification of your goods or viability of such recovery action.
For example, if your goods were ball bearings sold to a manufacturing company for insertion into roller skates, you would have very little chance of recovery unless the bearings were as delivered - easily identifiable and removable.
Further, if your customer sold on the ball bearings to another company and then defaulted on payment, you could recover your goods (if still boxed etc.) from the third party as the customer cannot give a better title to the goods than they hold.
a) ‘The sale of goods and/or service between the buyer and the supplier shall be governed by English law.'
b) ‘The construction, validity and performance of this Agreement shall be governed by English law.'
c) ‘In the event of a default of this agreement, these terms and conditions of sale shall be governed by English law.'
These clauses will ensure legal consistency with any dispute or default of payment. Did you know? If you sued your customer for a breach of your terms & conditions of sale, and that the first time the customer had sight of your terms & conditions of sale were on the invoice, you may not be able to sue if your terms are anything other than basic. Your customer must be made aware of your terms and conditions of sale prior to delivery, and certainly before invoicing.
You may be able to argue the terms & conditions of sale on the invoice were only reinforcing the verbal agreement between you both prior to the order (your word or theirs). The answer is to ensure you send the customer a copy of your terms & conditions of sale with your welcome letter. Further, send two copies of your terms & conditions of sale, and ask the customer to sign and return one of the copies.
You can either print your terms & conditions of sale on the reverse of the welcome letter, or as a loose insert. After the initial sale, you could have your terms & conditions of sale on the reverse of your invoices, statements, etc.
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