Commercial Agreements & Contracts
Clear commercial agreements help businesses understand their rights, responsibilities and risks from the outset.
Commercial Contract Solicitors in Lincolnshire
Whether you are appointing a supplier, agreeing terms with customers, entering a partnership or joint venture, distributing products or licensing intellectual property, Burton & Dyson can prepare, review and negotiate agreements that reflect the commercial arrangement you intend to create.
Our commercial solicitors can advise on:
- Terms & conditions of business
- Supply agreements
- Partnership & joint venture agreements
- Agency & distribution agreements
- Contract reviews & negotiations
- Confidentiality & licensing agreements
- Amendments & variations
- Termination provisions
- Commercial contract disputes
- Asset sale agreements
- Share sale agreements
- Joint venture agreements
- Financing agreements
How can we help?
Click the arrow to expandCommercial Contract Drafting and ReviewA commercial contract should clearly set out what each party must do and what happens if the arrangement does not work as expected.
We can help prepare a new agreement or review a draft before you sign. The right terms depend on the deal, the people involved and the practical risks to your business.
- scope of work, goods or services
- price, payment dates and changes to the work
- delivery, acceptance and quality standards
- responsibility for loss, damage and delay
- confidential information and intellectual property
- how either party can end the agreement
We can explain unclear wording, identify points to negotiate and help record the final arrangement in a way the parties can refer back to.
Terms and Conditions of BusinessYour terms and conditions establish the basis on which your business supplies goods or services.
Well-presented terms can set consistent expectations for every order. They should be shared with the customer and accepted before the contract is made.
- how customers place and cancel orders
- pricing, deposits, invoices and payment
- delivery, inspection and returns
- service standards, warranties and complaints
- reasonable limits on liability
- changes, suspension and termination
We can review your current terms or help prepare a version suited to the way your business actually sells and delivers its products or services.
Supply, Distribution & Agency AgreementsLong-term supplier and distribution relationships often depend on more than price.
A properly drafted agreement can deal with issues such as:
- specifications and quality
- minimum orders
- delivery
- pricing and price reviews
- territories
- competition law issues
- exclusivity
- sales targets
- warranties
- branding and intellectual property
- termination
Agency arrangements may also need to clearly define the agent’s authority, commission, territory and responsibility to enter into commitments on behalf of the business. We can review and advise as to liability for compensation or indemnity on termination of any agency agreements.
We can advise suppliers, customers, manufacturers, distributors and businesses appointing commercial agents.
Liability, Termination & Contract RiskCommercial contracts are often used to allocate risk between the parties.
Risk clauses can have a significant effect if a project is delayed, a product fails or a relationship breaks down. We can help you understand how a draft allocates responsibility and what protections may be appropriate.
- the types of loss covered by the agreement
- liability limits and any important exceptions
- insurance requirements and indemnities
- events outside either party’s control
- notice, remedy and escalation periods
- termination rights and the steps to take at the end
We can also check that payment, handover, confidentiality and ongoing support obligations are clear when the agreement ends.
Commercial Contract DisputesContractual disputes can arise over payment, delivery, performance, interpretation or termination.
If a disagreement arises, the contract and the records of what happened are a useful starting point. We can review the relevant terms, correspondence and documents with you and explain the options available.
- identify the disputed obligation and key dates
- organise orders, invoices and communications
- consider notice or complaint procedures in the contract
- prepare a clear response or settlement proposal
- explore negotiation or another suitable resolution process
Early advice can help you assess the practical risks and make an informed decision about the next step.
Partnerships & Joint VenturesWhere businesses or individuals work together, a written agreement can reduce uncertainty about how decisions will be made and what happens if the relationship changes.
A written agreement can set expectations at the start of a business relationship and provide a process for dealing with change. The detail will depend on the structure and purpose of the arrangement.
- each party’s contribution, role and responsibilities
- how decisions are made and disagreements handled
- how costs, profits and losses are shared
- ownership of work, assets and confidential information
- restrictions on transfers or competing activities
- exit, valuation and handover arrangements
For companies, a shareholders’ agreement can sit alongside the company’s articles. We can help identify the documents needed for the proposed arrangement.
Payment Terms & Late PaymentClear payment provisions can reduce disputes over when invoices become due and what happens if payment is late.
Payment terms should make it clear when an invoice can be issued, when it is due and how a customer can raise a genuine query.
- deposit, milestone or recurring payments
- invoice information and payment methods
- the process for disputing an invoice
- interest or other remedies that may apply to late payment
- when work or delivery can be paused
- reasonable steps for recovering overdue sums
We can review your standard terms and help you set out a clear process for addressing overdue or disputed invoices.
Frequently Asked Questions
Is a verbal business agreement legally binding?
It can be. A contract does not always need to be signed or even written if the parties reached a sufficiently certain agreement and intended legal consequences. The main difficulty is proving the exact terms. Some transactions must meet formal requirements, so recording important agreements clearly in writing is far safer than relying on competing recollections.
Are terms and conditions effective if the customer did not sign them?
Possibly, if they were brought to the customer’s attention and incorporated before the contract was made. Terms first printed on an invoice after agreement may be too late. Consumer contracts are also subject to transparency and fairness rules. Businesses should make acceptance and version control clear in quotations, ordering processes and online sales.
Can emails or text messages create a binding agreement?
Yes. A series of messages can show offer, acceptance, agreed terms and an intention to be bound, even if the parties expected a formal document later. Labels such as “subject to contract” may help but are not a cure for inconsistent conduct. Businesses should be careful when confirming prices, scope, variations and authority electronically.
Do we need a shareholders’ or partnership agreement if we trust each other?
Trust is valuable, but it does not answer what happens if an owner dies, becomes ill, wants to leave, stops contributing or disagrees about strategy. A suitable agreement can regulate decisions, profits, transfers, valuation, confidential information and deadlock. It is most useful when prepared while relationships are good, rather than after a dispute begins.
