What terms of sale must cover
- Formation — when a binding order arises, and that it arises on your terms to the exclusion of the buyer's
- Price and payment — due dates, late payment interest, and suspension rights for non-payment
- Delivery and risk — when risk passes, what counts as delivery, and tolerance for part-delivery
- Retention of title — goods remain yours until paid in full
- Warranties and liability caps — what you promise about the goods or services and the most you'll pay if it goes wrong
- Returns, cancellation and defects procedure — timelines and remedies
- Force majeure, assignment and Irish governing law
The battle of the forms
Your quote references your terms; their purchase order references theirs; nobody reads either. Broadly, the last set of terms put forward before performance wins — so a supplier who acknowledges orders on its own terms usually beats a buyer whose terms arrived earlier. Drafting manages this (acknowledgement wording, terms presented at the right moments), but for significant accounts the real cure is a signed framework agreement that ends the battle altogether.
Selling to consumers is a different job
Against consumers, the Consumer Rights Act 2022 implies quality and conformity guarantees you cannot exclude, unfair terms are unenforceable, and distance and doorstep selling carry statutory information duties and cooling-off rights. Consumer-facing terms are therefore drafted around the statute — terms that pretend consumer rights away don't just fail; they invite regulatory attention. If you sell to both businesses and consumers, you likely need both versions.
Making the terms stick
Terms bind when presented before contract formation: on the quote, with the order acknowledgement, on the account application. Terms first appearing on an invoice arrive after the contract exists and generally change nothing. When we draft terms of sale we also map where they enter your actual sales flow — the drafting and the plumbing are one job.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →
Frequently asked questions
Do I need separate terms for services and goods?
Usually one document with distinct sections works, but the obligations differ — goods carry conformity and title provisions, services carry skill-and-care standards and scope definitions. Mixed businesses need drafting that handles both without contradiction.
Can I just adapt a competitor's T&Cs?
Beyond the copyright problem, their terms encode their risk profile — their margins, their insurance, their supply chain. The clauses that look like boilerplate are the ones doing business-specific work. See DIY vs solicitor-drafted.
How often should terms of sale be reviewed?
On any material change in the law (the Consumer Rights Act 2022 was such a moment), in your business model, or after any dispute that exposed a gap. As a rhythm: a light review every couple of years keeps the document honest.
Talk to a solicitor who reads contracts for a living. Call Mary Molloy Solicitors today.
Whether you are drafting terms for your business, handed a contract to sign, or unsure what a clause commits you to, an early conversation costs little and prevents a lot.
📞 Call 01 5827148Try the Contract Risk Checker
richardoshea@marymolloysolicitors.com · Dublin: The Ormond Building, 31–36 Ormond Quay Upper, Dublin 7, D07 EE37 · Kilkenny: 2 Rose Inn Street, Kilkenny, R95 W58D
Monday to Friday, 9:00 AM to 5:30 PM — out of hours appointments available