Purchase terms for a logistics business using subcontracted hauliers

A logistics business promises its customer delivery and hands the load to a haulier by phone. When the load is lost, the customer claims against the logistics business under its terms, and the logistics business needs terms with the haulier that put the loss back where it belongs. Subcontract terms have to make the haulier's liability match the logistics business's, require insurance, licences and compliant drivers, secure proof of delivery, and stop the haulier dealing with the customer directly. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Freight forwarders, logistics companies, pallet network members and transport brokers in England and Wales subcontracting road carriage to hauliers, owner-drivers and courier companies on a job-by-job or ongoing basis. These are business-to-business terms for the contracting business's side.

What matters in haulage subcontract terms

Back-to-back liability

The logistics business's liability to its customer is set by its own conditions of carriage or the customer's terms, and the haulier's liability to the logistics business should be at least as wide, with the same or higher limits per tonne, or the CMR limits under the Carriage of Goods by Road Act 1965 for international loads, the same time limits for claims running from the same events, and an indemnity for any liability the logistics business incurs to its customer because of the haulier's performance. The terms should say that the haulier has been told the customer terms that apply to the load.

Insurance, licences and compliance

The terms should require the haulier to hold an operator's licence under the Goods Vehicles (Licensing of Operators) Act 1995 where one is required, goods in transit insurance at a stated level naming the logistics business's interest, motor insurance and public liability, and to provide evidence on request, and should require compliance with drivers' hours under the assimilated Regulation (EC) No 561/2006, vehicle maintenance and weight rules and the Health and Safety at Work etc. Act 1974. A subcontractor without insurance is a subcontractor whose liability is worthless.

Drivers, vehicles and the job

The terms should require licensed, competent drivers, suitable and roadworthy vehicles, security of the load, adherence to the collection and delivery windows on the job sheet, and no further subcontracting without consent. Dangerous goods, high-value loads and temperature-controlled goods should be accepted only where the haulier is equipped and instructed, and the terms should say that the haulier must report delays and incidents immediately.

Proof of delivery, claims and evidence

Payment should depend on a clean proof of delivery in the form the customer requires, delivered to the logistics business within a stated period, and the terms should say that claims for loss or damage are notified within stated periods and that the haulier cooperates with the logistics business's investigation and its insurer. Waiting time and extras are paid only where recorded on the job sheet and signed for.

No direct dealing, payment and termination

The haulier should not solicit or accept work directly from the logistics business's customers it was introduced to for a stated period, drafted no wider than needed, and should keep customer details confidential. Payment is on the stated terms from a correct invoice with proof of delivery, with rights of set-off for claims, and interest under the Late Payment of Commercial Debts (Interest) Act 1998 applying as the terms provide. Either party should be able to end an ongoing arrangement on notice, and the logistics business immediately for breach or loss of insurance or licence.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Email me at geoffrey@caesar.co.uk with what you need and any documents, and I will confirm the scope and the fee in writing, usually the same working day.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

Our customer has claimed against us for a load the subcontractor lost. Can we recover it?

If the terms make the haulier's liability back-to-back with yours and include an indemnity for liabilities to your customer, yes, up to the limits in the terms, and the haulier's insurer should respond. Check the insurance certificate before the job, not after.

The haulier now works directly for our customer. Can we do anything?

If the terms include a no-dealing restriction for a stated period and no wider than needed to protect the introduction, the haulier is in breach and you can claim the loss. The restriction has to be in the signed terms.

Can we withhold payment until we get the proof of delivery?

If the terms make a clean proof of delivery a condition of payment, yes. Say the form and the period in the terms and on the job sheet.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a freight forwarder
• Terms and conditions for a haulage company

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.