In the fast moving world of logistics, timing, trust, and accuracy matter. Yet many logistics businesses still rely on contracts found online, adapted from other sectors or inherited without review. These documents often contain vague, outdated or legally risky clauses — and many aren’t worth the paper they’re written on.
At Tees, our corporate commercial lawyers regularly help logistics firms navigate the fallout when unclear contracts lead to disputes. Here’s why your contract terms matter — and what can go wrong when they’re missing.
Granville Oil & Chemicals Ltd v Davies Turner & Co Ltd [2003] EWCA Civ 570.
This case illustrates what happens when standard terms are well-written and properly incorporated, and how they can protect a business from significant losses.
What happened?
Granville Oil & Chemicals Ltd (Granville) contracted with Davies Turner & Co Ltd (DT), a freight forwarder, to ship a consignment of paint to UK. The contract incorporated standard trading terms. When the goods were damaged in transit, Granville claimed nearly £60,000 in losses. DT relied on two contractual protections:
(a) A procedural notice clause requiring customers to give written notice of any claim within 14 days of the occurrence; and
(b) A substantive limitation clause, barring any claim unless legal proceedings and written notice were both initiated within nine months of the event.
The result?
The court found in favour of DT, confirming that:
- The limitation clause was valid and enforceable. It had been properly incorporated into the contract and Granville had adequate notice of the terms.
- The clause was reasonable under UCTA. The limitation of liability clause was clear, wide and unambiguous, especially since Granville had the freedom to negotiate different terms or contract with others.
- The claim was time barred. Granville failed to issue proceedings and serve written notice within the required nine-month period.
Why does it matter?
The case was especially important for logistic companies because it demonstrated how risky it can be to rely on outdated or loosely drafted terms. It confirmed that clearly drafted commercial agreements and properly incorporated clauses such as ‘limitation of liability’ will be upheld, even where they cut off substantial claims entirely.
Key contract considerations for logistics companies:
Protecting your business: 3 things your contract must do
- Make your terms clear and visible: Terms hidden in small print or buried on the back of a receipt won’t help in a dispute. Ensure your customers understand what they’re signing up for, ideally before any work commences.
- Spell out responsibilities and timelines: Define what’s expected on both sides: when goods will arrive, what happens if they’re delayed, and how payment works.
- Include enforceable limitation clauses: These clauses limit your liability if things go wrong, but only if they’re transparent and fair. If they’re ambiguous or poorly drafted, they may be struck out.
Common contract disputes in the logistics sector
Let’s examine the top legal issues we encounter in the logistics industry, all of which stem from poor or incomplete contractual agreements.
- Delayed or failed deliveries: Goods not arriving on time are one of the most common triggers for contractual disputes. Whether caused by external disruptions (such as severe weather or traffic congestion) or internal issues (such as warehouse errors), such delays often result in customers seeking compensation. Clearly drafted commercial agreements, including clauses that address delivery obligations, timelines, and exceptions, can help prevent unforeseen liability.
- Damage or loss of goods in transit: Disputes often arise over who bears the risk when goods are lost or damaged. Contracts should clearly define the point at which risk transfers from the logistics provider to the customer or third party, as well as the standard of care required during handling and transportation.
- Payment terms: Unclear or unenforced payment terms can lead to problems which typically arise where a contract is silent on matters such as payment deadlines, interest on late payments or credit limits. This can make debt recovery more complex and limit the company’s ability to take effective enforcement action – a key consideration in negotiating commercial contracts.
- Limitation of liability: It is important to consider robust limitation of liability clauses. Businesses often include such clauses without considering whether they have been properly incorporated or whether they meet the fairness requirements. A poorly worded or hidden clause may not be enforceable leaving the business unexpectedly liable for substantial sums.
- Service level agreements (slas): SLAs are typically designed to protect a business’ standards; however we often see SLAs that are vague rather than specific and enforceable. Without clearly defined performance metrics these provisions are difficult to rely on when performance issues arise.
As the logistics sector continues to evolve in response to operational pressures, technological developments and broader economic shifts, the value of precise drafting and negotiating commercial contracts has never been higher.
Don’t wait for something to go wrong
Many logistics disputes could be avoided with clearer and more transparent contracts. Taking a little time now to review your agreements can save you months of expensive legal wrangling later.
If you’re unsure whether your terms are up to scratch, we’re here to help. Tees’ commercial law team can draft, review or negotiate your contracts — ensuring they reflect how your business works and giving you solid protection when the unexpected hits.
Get in touch today, and put your commercial contracts on a firmer footing.
