Does your manufacturing company sell and deliver large orders? Then you would do well to use general terms and conditions of sale and delivery. Most manufacturers do 'have' such a set in the cupboard, or use terms and conditions used in the industry. What is more often less known is that 'having' general terms of sale and delivery is generally insufficient.
Practice
Just ask your sales team in what ways they refer to the 'small print' and you will be amazed at the variety of small print answers you get. As a contract law lawyer, I increasingly see that it is not the 'content' but the 'applicability' of general terms and conditions of sale and delivery that is the subject of a potential commercial dispute. In my view, this should not be necessary.
Practical tips for your sales team
'First come, first served' is the adage that applies in Dutch B2B relationships. Whoever is the first to 'hand over' terms and conditions may rely on them. Internationally, the reverse is often true. If you 'expressly reject' someone else's terms and conditions or your buyer does so, they are off the table. This game of general terms and conditions is often uncharted territory for sales managers. Moreover, if you do business with a larger party, your sales managers will often close business with legal counsel (who does master the 'game'). Avoid this and have your terms of sale declared exclusively applicable. Also make sure that when you receive terms and conditions, you consider them. Tip: always send your own terms (to be on the safe side) in PDF along with an order and don't just start producing or selling if you have received terms from the other side.
More information?
MAAK Lawyers is organising a contract law seminar on this and many other topics involved in contracting on 26 September 2019. You are welcome to attend (as long as places are available). Please email sara.albisser@maakadvocaten.nl (participation is free of charge).
