Overview
We were approached by an exciting new cosmetic startup to assist with its upcoming launch of an innovative range of skincare products.
We were asked to assist with a broad spectrum of matters: drafting B2C contracts, negotiating its warehousing contract, drafting its website documentation (e.g terms of use), assisting with its data protection obligations, advising on distance selling regulations, setting up an EMI scheme, and a few other ancillary matters.
Challenge
One of the key challenges the EM Law team faced was negotiating the client’s logistics contract with its warehouse provider. As a sole holding location for all of the client’s stock – this was a critically important agreement.
The version that was put forward by the logistic company did not favour our client, as is expected. In particular, the draft agreement incorporated the provider’s trade association standard terms. Because they are trade terms, it is unusual for these to be amended in any way.
Process and Insight
We had come across the logistics provider before on another matter for a different client. We were therefore able to rely on our past experience and combine it with our client’s objectives in order to secure important concessions.
To obtain these concessions, we were involved in a number of rounds of negotiations with both the provider’s staff and its lawyers. These proceeded as one would expect – various versions being shared and comments being exchanged.
Importantly, we were able to explain the need for the disapplication of certain clauses of the logistic supplier’s trade association terms that simply did not fit with the main part of its agreement. This was agreed – and the most significant risks to the client were minimised.
Solution
The client was able to start placing stock with the logistics provider immediately after signature, and just in time for its formal launch.
If you need assistance with setting up a new business, launching a new product, or any other commercial need – contact us.
