Sales and delivery contracts are at the heart of commercial transactions, setting out the rights and obligations of sellers and buyers.
Sales and delivery contracts are at the heart of commercial transactions, setting out the rights and obligations of sellers and buyers.
Well-drafted sales and delivery agreements lie at the heart of every commercial transaction. These contracts define the rights and obligations of sellers and buyers, providing legal certainty with regard to prices, delivery periods, warranties, and liability. At Guldemond Advocaten, we assist you in drafting, reviewing, and optimizing contracts that are tailored to your commercial needs, both domestically and internationally.
Clear delivery terms are essential to ensure transparency and certainty about the arrangements between the parties. They provide a legal framework designed to prevent misunderstandings and to minimize the risk of potential disputes. Essential elements of delivery terms include:
•Accurate identification of the parties: Ensure that your details, such as the correct legal entity and trade name, are stated accurately and correspond with the registration at the Chamber of Commerce.
•Clear definitions: Define terms such as “contract,” “buyer,” and “seller” to avoid misinterpretations.
•Applicability: Specify which agreements the terms and conditions apply to and how they are communicated to the other party.
A well-drafted sales or delivery agreement addresses a wide array of issues that may affect the transaction:
1. Pricing and Payment Terms
Specify whether prices are inclusive or exclusive of VAT, and whether price adjustments are permitted in changing circumstances, such as rising raw material costs. Payment terms, including deadlines and any interest for late payment, are crucial for managing financial risks.
2.Delivery Times and Transport
Delays may result in significant damages. Contracts should contain clear provisions regarding delivery times, transport responsibilities, and the allocation of risks during transportation. For international transactions, Incoterms are an important tool for regulating these aspects.
3.Warranty and Liability
Specify the conditions under which warranties are provided and the liabilities each party assumes in the event of defects or damage. Ensure that any limitations of liability are legally permissible and reasonable.
4.Transfer of Title and Risk
Include a retention of title clause to ensure that ownership of the goods does not transfer to the buyer until full payment has been made. This provides protection, for example, in the event of the buyer’s insolvency.
5.Force Majeure and Dispute Resolution
Determine what will happen in situations of force majeure, such as natural disasters or political instability. Additionally, specify which law will apply and which authority will have jurisdiction in the event of disputes, especially in the context of international transactions.
For cross-border transactions, the United Nations Convention on Contracts for the International Sale of Goods (CISG) often plays a significant role. This Convention provides a harmonised legal framework for the sale of goods between countries. We advise you on the applicability of the CISG and whether it is prudent to explicitly exclude its application in your contracts. In addition, we ensure compliance with specific customs regulations, export controls, and other international trade rules.
It is essential not only to draft robust contracts, but also to implement the terms effectively within your business operations. This includes:
•Employee training: We assist your team in correctly applying the terms in quotations, invoices, and communications with clients.
•Periodic review: Legislation and market conditions are constantly evolving. We advise you on updating your terms and conditions to ensure they remain current.
•Preventive risk management: By proactively identifying weaknesses in your existing contracts, we help prevent potential disputes.
When selling products and services – particularly through online channels – specific regulations apply, such as the Dutch Distance Selling Act. This legislation requires that consumers are properly informed about their rights, including withdrawal periods and return policies.
If your business grows, expands into new markets, or introduces new products and services, it is essential to review your contracts and terms and conditions. Our experience shows that this is crucial to minimise legal risks and to maintain operational efficiency.
