Yes they can. This will of course depend on the specific circumstances of the transaction and the relationship between the parties, but you should take care with what words you use via email. If the subject matter and contract terms have been finalised, indicating your agreement to those terms could bind you to them, even if your intention was to enter into a contract at a later date.

Certainty. The written terms provide certainty as to what the deal actually is, allocate risk and will often deal with the resolution of disputes and other issues that may arise over the course of the transaction, something that is not usually contemplated in verbal negotiations. It is much easier to prove the existence of a written contract and its terms than a verbal contract. To use an old quote: “A verbal contract isn’t worth the paper it is not written on”.

The introduction of the unfair contract terms regime individuals and small businesses who enter into contracts with larger organisations have had protection from unfair clauses in contracts. Where a contract is a standard form contract and certain conditions as to price and length of contract apply, terms that are considered unfair will be void and not binding. It is important that both larger and smaller entities are aware of the protections and they should ensure that no unfair contract terms are present in their contracts.

Business contracts may apply to a one off transaction but it is also common for them to apply as an ongoing arrangement that lasts for years. This type of contract is often referred to as a ‘standing offer’ or ‘master agreement’. The terms are agreed upfront and the customer can reorder as many times as they like and the agreed terms will apply to each supply.