Commercial Contracts: A Practical Guide to Standard Terms

✍ Scribed by Saleem Sheikh; Susan Singleton

• Publisher: Bloomsbury Professional
• Year: 2020
• Tongue: English
• Leaves: 561
• Category: Library

✦ Synopsis

Provides useful background and detailed advice on the law surrounding a wide range of commercial agreements including: Key common clauses; When to use standard terms; Procedures and good practice; Termination of contracts; Remedies for breach; Specific issues relating to export, software and consumer contracts. It also contains valuable precedents, including expert guidance on Business-to-Business and Business-to-Consumer agreements, providing users with an excellent tool for drafting commercial contracts.
Key changes for the new 5th edition include coverage and analysis of:

An essential resource for commercial contract drafters helping them to prepare water tight legal agreements and ensure that they are completely clear on what a business must do to stay on the right side of the law.
Includes online access to downloadable precedents

✦ Table of Contents

Preface
Preface to the First Edition
Acknowledgments
Table of Statutes
Table of Statutory Instruments
Table of Cases
Section A: Commentary
A1: Forming and Concluding a Contract
At a glance
Whether agreement has been reached
Enforceability of incomplete contractual terms
Effect of subsequent communications between parties and contractual enforceability
An ‘agreement to agree’ provision
Effect of waiver on mode of acceptance
The position where an agreement is subject to consent being obtained
Proper parties to the contract
Implied terms
The incorporation of contract terms
Unusual or onerous terms
The effect of express variation clauses
The effect of signature
The ‘battle of the forms’
The relative importance of the contract terms
Intermediate terms
Contractual interpretation
Signing a contract
Checklist
A2: Common and Specific Clauses and Terms
At a glance
Describing the goods or services
Quality and fitness for purpose
When not reasonably fit
Goods supplied under the contract
Where model seen or examined before contract
Digital content
Sales by sample
Effect of slight breaches
Passing of risk
Passing of property
Retention of title
Varieties of retention clause
Exclusion clauses and unfair terms
The Unfair Contract Terms Act 1977
The Consumer Rights Act 2015
Penalty clauses
Liquidated damages clauses
Prepayments and forfeitures
Limitation periods
Excluding liability for misrepresentation
Entire agreement and non-reliance clauses
Frustration
Third party rights
Intellectual property rights
Confidentiality, non-disclosure and trade secrets
Notices
Signature
Proper law clauses
Competition issues
Checklist
A3: Export Contracts – Special Issues
At a glance
Legislative framework
Current strategic export control legislation
UN embargoes
Getting an export licence
Checklist
A4: Software Contracts – Special Issues
At a glance
Whether software is ‘goods’
Consumer contracts
Intellectual property
Instructions for use
Documentation
Warranties and limitation of liability
The legal status of guarantees
Purchaser’s safeguard against intellectual property infringements
Use and licence of software
Acceptance tests
Restrictions on use
Confidentiality
Source code escrow
Training
Patent/copyright indemnity
Bespoke software
Checklist
Section B: Business-to-Business Contracts
B1: Terms and Conditions for the Sale and Supply of Goods
At a glance
General
Checklist
Precedent – Terms and Conditions of Sale; Specimen Contract
B2: Terms and Conditions of Purchase: buyer
Checklist
Precedent – Terms and Conditions of Purchase by buyer; Specimen Contract
Other possible considerations
B3: Licence of Computer Software – Buyer/Licensee
At a glance
Commentary
Precedent – Licence of Computer Software and Purchase of Support Services
Appendix 1
Appendix 2
Appendix 3
B4: Professional Services Agreement – Supplier
At a glance
Commentary
Precedent – Professional Services Agreement – Supplier
Professional Services Agreement Reference
B5: Professional Services Agreement – Buyer
At a glance
Commentary
Precedent – Professional Services Agreement – Buyer
Attachment 1
Attachment 2
Attachment 3
Attachment 4
Attachment 5
B6: Terms and Conditions for Sale of Goods by Export – Supplier
At a glance
Commentary
Precedent – Terms and Conditions for Sale of Goods by Export
B7: Terms and Conditions for Purchase of Goods and Services by Import – Buyer
At a glance
Commentary
Precedent – Terms and Conditions for Purchase of Goods and Services (Import)
Section C: Business-to-Consumer Contracts
C1: Consumer Contracts – Distance Selling
At a glance
Preliminary issues of incorporation and terminology
Precedent – Specimen Distance Selling Contract
Presentation of contract terms
Using telephone calls to conclude a distance contract
Confirming distance contracts
Checklist
C2: Hire Purchase Contracts
At a glance
Definition
Hire purchase v conditional sale
Regulated hire purchase agreements
Creditworthiness
Incorporating these further terms
Owner’s obligations before termination
When within the 2010 Regulations
Hire Purchase Agreement regulated by the Consumer Credit Act 1974
Unregulated hire purchase agreements
Conditional sale agreements
C3: Online Terms and Conditions of Sale
At a glance
Excepted contracts
Distance selling
Special provisions as to the supply of services
Checklist
C4: Online Terms and Conditions for the Supply of Software
At a glance
Issues
Contract terms required by the Regulations
Rights and remedies under the Consumer Rights Act 2015
Precedent – Standard Internet Contract for Software
Checklist
Index