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View the related checklists about Sale of goods

Commercial contract review and execution (business personnel)—checklist

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...

Product liability—contractual provisions—checklist

Product liability—contractual provisions—checklist This checklist sets out the key issues for consideration when drafting contractual provisions for business to business contracts concerning product safety and liability. See Practice Note: Product liability risk management for producers for further information on how businesses can manage risk before making new supply arrangements including undertaking appropriate due diligence on other relevant businesses in the supply chain. • Identify all relevant laws (eg Sale of Goods Act 1979, Sale and Supply of Goods Act 1994, Consumer Protection Act 1987, General Product Safety Regulations 2005, SI 2005/1803, Consumer Rights Act 2015 and Digital Markets, Competition and Consumers Act 2024), standards, codes of practice (etc) that apply to the products. Consider specific laws that apply to the manufacturing, import and sale of certain products such as fireworks, cosmetics, toys, pharmaceuticals and medical devices, personal protective equipment (PPE), gas appliances, food and animal feed, and automotive. See Practice Notes: Consumer protection for defective or dangerous products—legal bases, Product liability and defective products and General Product Safety Regulations 2005—Offences...

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Goods—delivery and acceptance

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...

Goods—property, title and risk

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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Retention of title (standard, or simple) clause

Retention of title (standard, or simple) clause 1 Title and risk 1.1 Risk in the Goods will pass to the Buyer [on [ completion of] delivery OR when the Goods are transferred to the carrier]. 1.2 Title to the Goods will pass to the Buyer once the Seller has received [payment in full for the Goods OR payment in full for all debts owed by the Buyer to the Seller (including payment for the Goods) at any given time]. 1.3 Until title to the Goods has passed to the Buyer, the Buyer will: 1.3.1 hold the Goods as bailee for the Seller; 1.3.2 store the Goods separately from all other material in the Buyer’s possession; 1.3.3 take all reasonable care of the Goods and keep them in reasonable condition; 1.3.4 insure the Goods: (i) with a reputable insurer; (ii) from the date of delivery; (iii) against all risks; (iv) for an amount at least equal to the Price; and (v) noting the Seller’s interest on the...

Software as a service (SaaS) evaluation terms—pro-supplier

Software as a service (SaaS) evaluation terms—pro-supplier These current consolidated terms were published on [insert date]. For previous versions, see [insert URL]. Please read these terms carefully before proceeding By [clicking ‘Accept’ on the associated order form] you accept the terms set out on this webpage (our Agreement) on behalf of the person or organisation who has been [identified as the ‘customer’ in the associated order form] (the Customer) as a legally binding contract with [insert legal 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). By [clicking ‘Accept’] you also represent and warrant that you have all necessary capacity and authority to enter into our Agreement on behalf of the Customer as a legally binding contract with the Supplier in all applicable jurisdictions. If you do not have such capacity or authority or do not wish to accept our Agreement on behalf of the Customer...

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Is the corporate offence of failure to prevent fraud under section 199 of the Economic Crime and Corporate Transparency Act 2023 a consideration in contracts for the supply of goods? Should customers consider including a prevention of fraud clause in their contracts for the supply of goods?

Is the corporate offence of failure to prevent fraud under section 199 of the Economic Crime and Corporate Transparency Act 2023 a consideration in contracts for the supply of goods? Should customers consider including a prevention of fraud clause in their contracts for the supply of goods? The offence The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) aims to augment the registration and operation of companies to combat economic crime. ECCTA 2023, s 199 creates the offence of failure to prevent fraud whereby a large organisation (as defined in ECCTA 2023, s 201) may be criminally liable where a person associated with it commits a fraud offence intending to benefit the organisation or its clients. The relevant fraud offences are listed in ECCTA 2023, Sch 13. It is a defence if the organisation can show that it had in place reasonable prevention procedures or that it was not reasonable for the organisation to have in place such procedures. For further reading, see Practice Note: Failure to prevent fraud—the...

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The impact of the Terrorism (Protection of Premises) Act 2025 on the property industry

Property analysis: In this analysis, Andrew Butler KC of Tanfield Chambers considers (a) the impact of the Terrorism (Protection of Premises) Act 2025 (T(PP)A 2025) on property owners; (b) the impact on landlords and tenants and how the responsibilities and duties should be divided between them; and (c) how, if at all, this will impact lease drafting.

Judicial review of HMRC’s interpretation of the remittance basis legislation (R (Mehan) v HMRC)

Private Client analysis: This was a judicial review of HMRC’s interpretation of the remittance basis legislation as it applied to a specific transaction. The taxpayers entered into a complex transaction concerning the sale of shares. HMRC argued that this had given rise to a taxable remittance on the basis that that the taxpayers’ rights under the sale contract (and those of related companies) constituted ‘property’, and that the vendor’s commitments amounted to a ‘service’, within the meaning of section 809L of the Income Tax Act 2007 (ITA 2007). The taxpayers argued that this interpretation breached their legitimate expectations since it had not previously appeared in any HMRC publication, and that it gave rise to irrational distinctions. Mr Justice Birss, however, refused permission for judicial review. He thought it unarguable that a legitimate expectation had arisen that HMRC would not deploy the reasoning in its correspondence. Birss J also felt that the irrationality ground had no real prospect of success—he felt that, even if it gave rise to irrational distinctions, if HMRC’s...