A signwriter in Preston fits out a shopfront. The quote went by email in January, the work was done in March, and the invoice followed the same week. In May the customer says the illuminated lettering is the wrong blue, that he is withholding the whole £6,400 until it is replaced, and that he never agreed to anything about paying within thirty days.
The signwriter does have terms. They sit on his website behind a link in the footer. They were not attached to the quote, not mentioned on it, and not sent with the order confirmation. For this job they may as well not exist.
Your terms only exist if they arrived before the work did
A contract is formed when an offer is accepted. Terms are part of that contract only if they were brought to the other side's attention before acceptance. Afterwards is too late, which is why terms printed on the back of an invoice are close to worthless: the invoice arrives after the deal is done.
Where both sides have their own standard terms, English law tends to resolve it on the last document passed before performance began. Your quote refers to your terms. Their purchase order refers to their terms. You deliver against the purchase order without objecting. Their terms are likely to be the ones in play, and theirs will have ninety-day payment in it.
The fix is unglamorous. Print the terms on the reverse of the quotation, and on the front of the quotation, above the signature line, write that the quotation is given subject to the terms overleaf. Get the quote signed and returned, or get an email that says accepted. If a customer sends a purchase order referring to their own conditions, reply in writing that you are proceeding on yours. That one email is often the entire dispute.
For work that runs on repeat, sign a single supply agreement once and refer every subsequent order back to it. You want to argue about the blue, not about which document governs.
Retention of title keeps the goods yours until you are paid
If you supply goods rather than services, a retention of title clause says legal ownership does not pass until the invoice is paid in full. Section 19 of the Sale of Goods Act 1979 allows the seller to reserve the right of disposal, and the clause has been standard in British trade supply since the Romalpa case in the 1970s gave it its nickname.
It is worth having and it is easy to overstate. A simple clause covering identified goods that are still on the customer's premises, unaltered and unsold, gives you a real claim ahead of the general creditors if that customer goes under. Extend it to goods that have been mixed into something else, or to the proceeds of a resale, and you are into territory where the clause is often struck down as an unregistered charge. Keep it simple and keep your delivery notes, because a claim only works if you can identify which pallets were yours.
Pair it with a right of entry to collect. Without that, you own goods you are not allowed to go and get.
You can limit liability, but not all of it
Between businesses, the Unfair Contract Terms Act 1977 lets you restrict liability provided the restriction is reasonable. Reasonable is judged on the facts: the bargaining positions, whether the customer could have insured, whether the limit bears any relation to the contract value.
Two things you cannot exclude. Liability for death or personal injury caused by your negligence is void, full stop. So is liability for fraud. Beyond that, a limit of the contract price, or an aggregate cap tied to your insurance cover, is normal and usually holds. A clause excluding all liability whatsoever for anything is not a strong clause, it is an invitation to have the whole section read down.
Exclude indirect and consequential loss by all means, but write out what you mean. Loss of profit, loss of anticipated savings and loss of goodwill are the ones that matter, and courts have repeatedly found that "consequential loss" on its own does not cover as much as the person who wrote it assumed.
Then check the limit against your policy. A contract that caps liability at £5m when you carry £2m of public liability cover is a cap that does nothing for you.
Consumers get protection you cannot draft around
If your customer is an individual buying for themselves, the Consumer Rights Act 2015 applies and it is not negotiable. Goods must be of satisfactory quality, fit for purpose and as described. Services must be performed with reasonable care and skill. Any term that tries to remove those rights is unenforceable, and a term that creates a significant imbalance to the consumer's detriment can be struck out as unfair under Part 2 of the same Act. The Competition and Markets Authority publishes guidance on which clauses it considers unfair, and it reads like a list of things people put in their terms.
Separately, if the contract was made away from your business premises or at a distance, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give a fourteen-day cancellation right, and require you to tell the consumer about it in a specific way. Fail to give that notice and the cancellation period can extend by a year. Doorstep trades get caught by this constantly: a kitchen quoted in the customer's living room, signed there, started the next week, and no cancellation notice given.
Write two sets of terms. Business terms and consumer terms are different documents, and using one for both means you either lose protection you could have had or include clauses that are void.
The late payment clause writes itself
The Late Payment of Commercial Debts (Interest) Act 1998 gives you statutory interest on overdue business-to-business invoices at 8% above the Bank of England base rate, plus fixed compensation of £40, £70 or £100 depending on the size of the debt. It applies whether or not your contract mentions it. If your contract sets a substantial contractual remedy of its own, that replaces it.
Most suppliers never claim it. The point of putting it in your terms is not the interest, it is that a customer who reads a clause quoting 8% over base tends to pay closer to the date. Say when payment is due, say what happens when it is not, and say that you may suspend further work while an invoice is overdue. That last one is the clause with teeth, because stopping is cheaper than suing.
Where this shows up in the game
In Business Baron the terms you trade on are a setting with consequences rather than a document you file. Offer long credit and you win work you would otherwise lose, then fund it. Insist on payment up front and some customers go elsewhere. When a job turns into a dispute, whether your terms were agreed before the work started decides how the argument resolves, which is cheaper to find out in a game than in a county court.