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A sale is the transfer of ownership by mutual asset of a thing from one person (the seller) to another (the buyer) for a money price.
If the consideration for the transfer consists of goods or non-money items then the transaction is called an exchange or barter, and situations in which there is a part-exchange and part-money transfer then the transaction may be treated as one of sale. The contract may also be a contract of sale even where no fixed value is put on the goods delivered in part exchange. Although the statutes relating to the sale of goods generally do not apply to transactions by way of barter, where the consideration for the thing does not consist in money, or by way of hire, where ownership in the thing is not transferred, contracts of exchange or barter and contracts for the hire of goods are covered by the terms implied by the Supply of Goods and Services Act 1982.
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Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...
Drafting terms for the sale of goods—business to business—checklist This Checklist is for drafting terms and conditions for the sale of goods. It sets out the key considerations when drafting business-to-business (B2B) standard form terms and conditions or a contract for the sale of goods. It considers the legal, regulatory and practical issues around the sale and supply of goods and is drafted with a seller/supplier bias. For general guidance on contracts for the sale of goods, see Practice Notes: Contracts for the sale and supply of goods—business to business and Implied terms in contracts for goods and services. For general guidance on key terms in commercial contracts more broadly, see Practice Note: Key terms and conditions in commercial contracts. General considerations Speak to departmental representatives within the business to establish any concerns they have and any customer feedback that should be addressed in the terms. Understand how the goods will be provided and any back-end processes, eg for delivery or returns, which need to be reflected in the terms....
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Which Precedent—supply of goods agreements—B2B—Flowchart This Flowchart is a guide for determining which Precedent agreement for the supply of goods is most appropriate to use in a given situation. An at a glance table also provides an overview of the key underlying drafting assumptions in each of the Precedent agreements as an alternate method of determining the most appropriate Precedent for use in a given situation. The Flowchart and accompanying table consider the business to business (B2B) Precedent options only. Flowchart Key drafting assumptions in Precedent agreements for the supply of goods—at a glance This table provides an at a glance overview of the key underlying drafting assumptions in each of the Precedent agreements for the supply of goods as an alternate method of determining the most appropriate Precedent for use in a given situation. Precedent Pro-party drafting bias Format Basis of supply Contains data processing provisions Compliance provisions Contains exclusivity and minimum purchase provisions Contains forecast provisions Supply of goods agreement—pro-customer Pro-customer Agreement Ongoing supply (can be...
Consumer cancellation rights under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013—Goods—Flowchart This Flowchart sets out the consumer cancellation rights that must be made available to consumers entering on-premises contracts, off-premises contracts and distance contracts for the sale of goods. It should be used where a practitioner wants to check the available cancellation rights for consumers purchasing goods in compliance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013). Further rights available for the return of faulty or damaged goods under the Consumer Rights Act 2015 are beyond the scope of this Flowchart. Note 1—a consumer is an individual acting for purposes which are wholly or mainly outside of their trade, business, craft, or profession. Note 2—there are certain sector contracts that are subject to their own regulation, such as financial services contracts, rental contracts, and package travel contracts, which are excluded in their entirety from the CCR 2013. For more information, see Practice Note: Distance, doorstep...
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This Practice Note considers statutory laws in relation to the delivery and acceptance of goods in sale of goods contracts in a business to business context. It highlights the relevant provisions of the Sale of Goods Act 1979 and discusses common issues in sale of goods contracts such as when and where deliveries must take place, what happens if goods are defective and how buyers are deemed to have accepted goods following delivery.For more information on the sale and supply of goods contracts generally, see Practice Note: Contracts for the sale and supply of goods—business to business.For an example sale of goods agreement, including bespoke provisions relating to delivery, inspection and acceptance, see Precedents: Supply of goods agreement—pro-supplier and Supply of goods agreement—pro-customer together with their associated drafting notes. For a checklist when drafting and negotiating terms of delivery, see: Drafting and negotiating delivery terms for goods—checklist.This Practice Note does not consider delivery of goods within the context of a business to consumer contracts. For consideration of delivery in business...
This Practice Note considers the point at which property, title and risk pass from a seller to a buyer in a business to business (B2B) sale of goods transaction depending upon the nature of the goods, the intention of the parties, the terms of the contract to which the sale is subject, and the provisions of the Sale of Goods Act 1979 (SGA 1979).In a sale of goods contract it is the duty of the buyer to accept and pay for goods in exchange for the seller delivering the goods to the buyer, in accordance with the terms of the contract of sale.A sale of goods from a seller to a buyer will involve the passage of property, title and risk. The point at which that occurs depends on the nature of the goods, the intention of the parties, the terms of the contract to which the sale is subject, and the provisions of the SGA 1979.Are property and title the same?There is an apparent distinction in SGA 1979, Part...
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Agile software development agreement This Agreement is made on [date] Parties 1 [insert name of supplier] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Supplier); and 2 [insert name of customer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (Customer) (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Customer [insert information about the business of the Customer] wishes to [insert objectives of the project]. (B) The Supplier is a provider of [insert business of the Supplier] and has experience in [insert services being procured]. (C) The parties have agreed to contract with each other in accordance with the terms and conditions set out below. THE PARTIES AGREE: 1 Definitions 1.1 In this Agreement: Acceptance Criteria • in respect of an Iteration means criteria formulated...
Software development agreement This Agreement is made on [insert date] (the Commencement Date) between the following: Parties 1 [insert supplier name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier); and 2 [insert customer name] a company incorporated in England and Wales whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier is [insert Supplier’s background details and the background to the relevant transaction]. The Customer is [insert Customer’s background details]. (B) The Supplier wishes to develop certain Software (as defined below) and the Customer wishes to engage the Supplier to develop the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 Words shall have the meanings given to them...
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Which remedies are available to a business customer whose supplier has installed incorrect items B, under a contract which specified the requirement for item A, but mistakenly included prices for item B? Formation of contract—What have the parties contractually agreed? It is first necessary to identify what the supplier and customer have contractually agreed will be supplied and installed. As such one must first consider all of the communications and discussions between the parties comprising the offer and acceptance process. This will include, without limitation, the detail of the invitation to tender document, the quotation, confirmation of acceptance, invoices and other emails, telephone calls and discussions between the parties relating to the subject matter. Included within those considerations any terms on which quotations and tender documents are purported to be made. A legally binding contract must, among other things, comprise both an offer and acceptance. Practice Note: Forming enforceable contracts—offer analyses the requirements for a legally binding offer, and considers what we mean by 'offer', how...
If, in a business to business contract for the provision of goods, the buyer rejects goods alleging non-compliance with the contract, is the seller required to collect the goods or is the buyer required to return the goods? Initially, the terms of the contract should be checked for any provisions relating to delivery, acceptance, rejection or returns. Terms may be either express or implied: • express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms) • implied terms—are not stated in the contract but arise ‘by implication’ to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom. For guidance on implying terms into contracts, see Practice Notes: ◦ Contract interpretation—terms implied by law ◦ Contract interpretation—terms implied by fact ◦ Contract interpretation—terms implied by custom and usage...
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This week's edition of Commercial weekly highlights includes: commentary on the decision in CE Energy v Bashar which considers a seller’s ability to claim in debt for the price of unpaid goods notwithstanding a retention of title provision in the contract, news that the Advertising Standards Authority has published a blog post discussing how it has addressed 'Dark Patterns' in past rulings under the CAP Code, and news that the Food Standards Agency has published updated industry guidance requiring food businesses to provide written allergen information for non-prepacked foods.
This week's edition of Construction weekly highlights includes a case in which the Technology and Construction Court (TCC) made the first building liability order under the Building Safety Act 2022 (381 Southwark Park Road v Click St Andrews), a case in which the TCC refused to grant orders for information in connection with building liability orders (BDW Trading v Ardmore Construction), commentary on the Ministry of Housing, Communities and Local Government (MHCLG)’s response to the Grenfell Tower Inquiry Phase 2 report, release of the latest contracts in the Joint Contracts Tribunal (JCT)’s 2024 suite, an examination of the impact that the Arbitration Act 2025 (AA 2025) will have on emergency arbitrator provisions, a case in which the Commercial Court upheld a seller’s ability to claim in debt for the price of unpaid goods despite a retention of title provision in the contract of sale (CE Energy v Bashar), and publication by the Construction Industry Council (CIC) of the ‘Competence Framework for Sustainability in the Built Environment’.
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