Owing to this delay and damages, the firm suffered losses for not being able to complete the job in time. Dodgy Developers then decided to holdback payments of bills and in addition intended to claim losses from the supplier. In reply, Office Supplies asked for full payment and indicated that reimbursement of any losses is not a binding as per their ‘Terms amp. Conditions ‘of contract which state as below:
Following these developments, Dodgy Developers desired to seek expert advises on the applicability of the above clause in particular. The following sections attempt to analyze and assess the situation for Dodgy Developers under the ambit of the ‘English Contract Law’ and advice appropriate line of action.
required goods. The supplier or trader is ‘Office Supplies’ who further appointed an independent agent called ‘Shifty Shifters’ for transporting and delivering goods (workstations) to the buyer. The urgency of the project required Dodgy developers to call on their known supplier (had earlier business relations) ‘Office Supplies’ for supply of required workstations positively by 28th November. Office Supplies promptly expressed their acceptance by sending standard ‘Terms amp. Conditions’ of contracts. Under these circumstances this is a combination of oral and written contract and as both the supplier and buyer intended to conduct business, it is a valid contract . The point here is that this is more of a unilateral contract on the supplier’s terms and conditions and here ‘time is the essence of contract’ . Another important point is that the supplier and purchaser having done such business before, are known to each other and under the eye of the law this is undoubtedly a special relationship validating the ‘duty of care’  where both parties are required to proceed with a caring attitude of business dealings (For example see-Hedley Byrne amp. Co v Heller and Partners (1964). Here, the buyer was only prudent to rely on Office Supplies, his special sourcing point as he did on many previous occasions and under this condition the supplier is also expected, though not compulsorily, to extend a mutually risk-free and friendly term of contract. Esthetically, trust should not be responded by mistrust or by any terms protecting or camouflaging negligent conduct.
The Applicable Laws amp. Legislations
The principal laws governing contract in the UK are- the sale of goods Act, 1979, the supply of goods and services Act, 1982, Unfair contract terms Act, 1977 and the Unfair Terms in consumer contracts Regulations, 1994 . However, in case of business-contract (as in this case), the supplier and the buyer can mutually and knowingly declare to impose some restriction clauses or provisions as ‘Terms and Conditions’ of contracts. Importantly, a trader dealing with a consumer, or dealing with any customer on his own written standard terms of business, cannot exclude or restrict his liability for breach of contract or allow himself to provide an inadequate service unless he can show that the clause satisfies the test of reasonableness . Thus, even tough the case is legal. the supplier may not breach any common law duty in the form of protection clauses or terms and conditi