A worn wooden workbench in a joinery workshop, with a mallet, a block of wood and a small wooden box.

Commercial contracts

A retailer’s supply terms, made signable in 11 weeks.

A 60-person furniture maker

Area

Commercial contracts

Commercial contracts

Led by

Eleanor Velden

Eleanor Velden

Instruction to result

11 weeks

11 weeks

Fee

Fixed fee, £1,850 plus VAT

Fixed fee, £1,850 plus VAT

Velden & Marsh, matter record

Velden & Marsh, matter record

Commercial contracts

Commercial contracts

, 2025

  1. InstructedThe retailer’s draft agreement arrives.
  2. Review sentTwelve clauses marked, four worth negotiating.
  3. Terms proposedOur mark-up goes to the retailer’s lawyers.
  4. Terms agreedLiability, payment and cancellation settled.
  5. SignedA three-year agreement, signed by both sides.

Signed, with liability capped and payment due in 45 days, not 90.

Demo matter. Past results do not guarantee a similar outcome.

The problem

The problem

A national retailer offered a furniture maker near Frome a three-year contract to supply its own-brand range, worth about a third of the company’s turnover. The offer came on the retailer’s standard supply agreement. It left the furniture maker with unlimited liability, including for the retailer’s lost profits, payment 90 days after invoice, a right for the retailer to cancel orders at any point before delivery without paying for materials, and ownership of every design made for the range. The managing director wanted the contract but could not sign those terms.

What we did

What we did

Eleanor read the agreement within a week and sorted the clauses into two lists: four that had to change and eight that looked one-sided but carried little real risk. She explained both lists in a 30-minute call, with the reason for each, so the company could decide what to spend its negotiating time on.

The mark-up went to the retailer’s lawyers with a short note against each change saying why it was fair to both sides. That made the changes easier for the retailer’s buyer to approve internally. Two rounds of calls followed, with the furniture maker’s commercial lead on both, and the fixed fee covered all of it.

What changed

What changed

Each side’s liability is now capped at the fees paid in the previous 12 months, and lost profits are excluded both ways. Payment is due 45 days after invoice instead of 90. Orders cancelled within 14 days of delivery pay for materials already bought. Designs the furniture maker creates stay its own, with an exclusive licence to the retailer for the range while the agreement runs. The agreement was signed on 24 March 2025.

Eleanor told us which four clauses mattered and left the rest alone. That is why we got it signed.

Managing director, the furniture maker

Who ran this matter

Who ran this matter

The same people take your first call and stay on your matter until it is done.

The same people take your first call and stay on your matter until it is done.

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