Professional Drafting and Negotiation of General Terms and Conditions (GTC)
The situation
A medium-sized manufacturing and services company came to me at a moment of rapid growth in cross-border trade. Until then, the company had been concluding contracts based on templates drafted many years earlier or — worse — accepting, without reservation, the terms imposed by larger trading partners. The immediate trigger was a dispute with a customer who, relying on its own general purchasing conditions, charged the company a contractual penalty wholly disproportionate to the value of the order.
The problem
A review of the existing contractual documentation revealed a series of significant gaps: no effective limitation of liability, unfavourable payment terms, no retention of title until full payment, imprecise provisions on complaints and warranty claims, and no choice-of-law or jurisdiction clause. In cross-border trade, each of these gaps could result in a dispute being resolved under foreign law, before a foreign court, and on terms dictated by the other party.
Key risk: the so-called "battle of forms" — a situation in which both parties rely on their own standard terms, and in the event of a dispute it is unclear which conditions actually apply.
What I did
I began with an audit of the client's sales model and actual commercial processes — good GTC must reflect how a company really operates, not a theoretical template. I then drafted a complete set of general terms and conditions covering, among other things: the rules for concluding contracts and confirming orders, delivery terms and deadlines, passing of risk, retention of title, the complaints procedure, limitation of liability to foreseeable damage, and choice-of-law and jurisdiction clauses.
The document was prepared in both Polish and English. I also ensured the GTC were properly incorporated into contracts — effectively delivered to and accepted by counterparties before the contract was concluded, which is a precondition for their validity.
In the second phase, I supported the client in negotiations with a key customer who initially refused any deviation from its own purchasing conditions. I negotiated a balanced framework agreement: the client accepted an extended payment term in exchange for a realistic liability cap, removal of contractual penalties for minor delays, and a clear defect notification procedure.
The result
The company now operates with a coherent, bilingual set of GTC tailored to its business model. The disputed contractual penalty was settled for a fraction of the amount originally claimed, and the new framework agreement with the key customer has stabilised the relationship for years to come. Equally important, the sales team received concise guidance on applying the GTC, ensuring the terms are effectively incorporated into every new contract.
Takeaway: GTC are not a formality — they are a fundamental risk-management tool in commercial dealings. Properly drafted, they protect the company before a dispute ever arises.
The case described above has been anonymised. Every case depends on its own facts; a past result does not guarantee the outcome of any future matter. If your company needs support in drafting or negotiating general terms and conditions, get in touch.