What is generally included in Terms and Conditions?

Terms and conditions should cover all aspects of the agreement between the seller and the buyer that are not otherwise expressly addressed in the quotation or offer. From a seller's perspective, issues that should be addressed expressly in the terms and conditions include:

  • Exclusion of consequential damages, such as lost profits.
  • Limitation of the buyer’s remedies for a breach of warranty, i.e., limiting the seller's liability to the repair or replacement of the defective goods, at the election of the seller.
  • Limitation of the seller’s overall contractual liability, i.e., putting a monetary cap on the seller's liability (normally the value of the contract).
  • Disclaimer of implied warranties which arise under the UCC in the absence of an express disclaimer.