Rewriting outdated terms of business for a dental supplies company

Terms that predated Brexit and the pandemic, replaced from scratch for a Huntingdon dental supplies business

By Malcolm ZoppiDental

Key facts

Deal type
Commercial contracts
Acting for
The supplier
Business
Dental supplies business, Huntingdon
Sector
Dental
Deal value
Not applicable
Structure
Full review and replacement of the standard terms of business
Timescale
A few weeks
Completed
October 2026
Lead solicitor
Malcolm Zoppi

At a glance

A Huntingdon business supplying dental products asked us to review its terms of business, which had not been updated since before the pandemic. They still referred to the pre-Brexit position and the returns policy no longer reflected how the business wanted to operate. After a full review we concluded that amending them would leave too many gaps, so we started from scratch at no additional cost and delivered new, more comprehensive terms in October 2026.

The client and the objective

Terms of business are the contract behind every order. The client wanted terms that reflected the current law, its actual returns policy and the way it trades today, and that gave it proper protection on payment, liability and title to the goods.

What we did

  • A full review of the existing terms against the current law and the client's actual practices.
  • A decision, agreed with the client, to replace rather than patch the terms, within the agreed fee.
  • New terms covering ordering, pricing, delivery, risk and title, payment, returns, warranties and liability.
  • A returns policy rewritten to match how the business wants to handle returns.

Key legal issues and how we solved them

Pre-Brexit references

Terms written before the UK left the EU often refer to EU law, EU standards or arrangements that no longer apply. Outdated references create uncertainty about which rules govern the contract and can undermine the terms in a dispute. The new terms reflect the current legal position.

A returns policy that matches reality

The returns policy is the part of supply terms customers rely on most. The old wording did not reflect the client's requirements, which meant the business was either applying a policy its terms did not support or accepting returns it did not need to. The new policy says what the business actually does.

Replace or patch

Patching old terms clause by clause can leave inconsistencies between the old and new wording. Here the gaps were wide enough that starting again produced a better result, and we did so within the agreed fee.

Outcome

The client has new terms of business, delivered in October 2026, that reflect the current law, its returns policy and how it trades.

What this deal shows

  • Terms of business should be reviewed every few years, and after any major change in the law.
  • A returns policy that does not match practice is a dispute waiting to happen.
  • Sometimes a fresh draft is quicker and safer than amending an old one.

“The old terms were written for a different legal landscape. Rather than patch them, we started again, and the client got terms it can rely on for years.”

Malcolm Zoppi

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