Dave’s cousin Danny is an innovator, though not always in a good way. It sometimes manifests itself in an innovative approach to matters of business. Perhaps you remember how she left the employ of FinalVinyl, having set up a profitable but (not-strictly-legal) sideline on the premises she managed for them.
You’ll be pleased to hear she has been going from strength to strength. She set up a new business, Danny Sortzit, as a vehicle for buying and selling whatever happens to be marketable at any given time.
The recent heatwave has increased the demand for outdoor cooking kit, and this year’s must-have is the Char-Buddy 212. Danny is not slow to spot an opportunity. Don’t ask me how she does it, but Danny finesses her way to a deal with the manufacturers, Burnham Barbeze; she agrees to buy 500 of them direct from Burnham, with the intention of selling them on to local stockists.
Soon enough, the Char-Buddys arrive to a distribution unit that Danny has rented, and the next day she receives the invoice for full settlement of the purchase price. Since she was under the impression that the price was payable in timed instalments, this is not what she was expecting.
As she happens to be near FinalVinyl that morning, she pops in to see Dave, with whom she is getting on much better since not working for him. She’s explaining to Dave what has happened when Simon turns up. As is his habit, he seems to take over.
“Did you call the supplier?” he asks.
“They just told me that their standard terms and conditions call for immediate payment.”
“So what’s your complaint then?”
“When we were negotiating the deal I said I was going to work on the usual Danny Sortzit terms – I kept the e-mail.”
“And what did they do next?”
“They acknowledged receipt, and sent me a draft contract, so I thought we were fine with my proposal.”
“Did that draft contract refer to their standard terms and conditions?”
“Yeah, it had their standard terms on, but they knew I hadn’t accepted them from before.”
“Did you sign the contract?”
“Er, yes, but like I said, I hadn’t accepted those terms.”
Simon looks pityingly at Danny.
“I’m afraid it doesn’t work like that. The basic principle is that the last terms and conditions to go between the parties are the ones which count. That’s why it’s always good to say something like ‘subject to our standard terms and conditions’, at every stage. Which I presume you didn’t do?”
Danny does not look happy. “How was I supposed to know that?”
Dave chips in: “Simplify the Law, I imagine.”
“Correct”, replies Simon. “They have got some great advice on how to make sure that the terms you want in your contract are the ones that actually apply. And you should think about drawing up your own business standard terms and conditions too – it’s a really straightforward process. And then you might find yourself in the driving seat when you come to sell stuff in the future.”
Danny makes a note to check this out, but Simon isn’t done yet.
“There’s a lesson for the future, then”, he says, in an infuriatingly superior manner. “This time, you’re just going to have to pay up on those terms. But since you got your fingers burnt on the barbecue deal, you’ll know better next time.”
For some reason, Danny fails to laugh.
“What do you owe them?” asks Simon.
“Five thousand pounds. And I don’t know where we’ll find that kind of money at this notice.”
Now it’s Dave’s turn to look unhappy.