The case of Blue Sky Solutions v BE Caring contains a warning for organisations that rely on standard terms and conditions for their purchases or sales.
The good news for those using standard terms is that the court decided that the terms (which were available from the supplier's website) were incorporated in the contract. This was because the order form the buyer signed signposted those terms, which were available on the supplier's website and included a statement from the buyer that they had accessed and read them. The fact that the buyer had not read these terms and thought they were signing heads of terms rather than a legally binding contract was irrelevant.
The bad news for the supplier (a mobile phone company) was that the court decided that a term providing for early termination payments was not included in the contract. This was because it was an "unduly onerous" term that had not "fairly or reasonably been drawn to the buyer's attention". In fact, the court said that the term had been "cunningly concealed in the middle of a dense thicket which none but the most dedicated could have been expected to discover and extricate…".
The moral of the case is that organisations using standard terms should highlight any onerous or unusual terms and those faced with standard terms should read and make sure they understand them.
Organisations using standard terms should highlight any onerous or unusual terms and those faced with standard terms should read and make sure they understand them.