What is the most important clause in a supplier contract?+
Usually the liability and indemnity clauses, because they decide how much you could end up paying if something goes wrong. Check whether there is a cap, what it is, and whether it protects you as well as the supplier. Under the Unfair Contract Terms Act 1977, business-to-business exclusions in standard terms generally have to be reasonable, but it is much easier to agree a fair clause at the start than to argue about reasonableness later.
Can I negotiate a supplier’s standard terms?+
Often, yes, particularly if you are a meaningful customer. Liability caps, payment periods, notice periods and price increase clauses are the terms suppliers most often move on. The report tells you which points are worth raising.
What if the supplier won’t change anything?+
Then the decision is whether the risk is acceptable for what you are getting. Knowing exactly where the risk sits helps: you might accept it, take out insurance, limit how much you order through that supplier, or look for an alternative with fairer terms.
How do I know whether an NDA is reasonable?+
A reasonable NDA defines confidential information clearly, excludes information that is public or already known to you, lets you share it with advisers and staff who need to know, and lasts for a set period. Trade secrets can justify longer protection. Watch for NDAs that also include non-compete or non-solicitation terms, which go beyond confidentiality.
What should my own terms and conditions cover?+
At minimum: what you are supplying, price and payment terms, what happens if a customer pays late, a limit on your liability, who owns any IP, how either side can end the contract, and how disputes are handled. For business customers you can also rely on the Late Payment of Commercial Debts (Interest) Act 1998, which gives you statutory interest on late invoices. If you sell to consumers, your terms must comply with the Consumer Rights Act 2015 and, for online or distance sales, give consumers their cancellation rights.