Commercial Contracts: A Practical Guide to Standard Terms

Description

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 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