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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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Which Precedent—supply of services agreements—B2B—Flowchart This Flowchart is a guide for determining which Precedent agreement for the supply of services 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 services—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 services 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 TUPE provisions Contains data processing provisions Compliance provisions Contains exclusivity provisions Contains change control provisions Contains non-solicitation provisions Contains parent company guarantee provisions Services...
Drafting and negotiating a force majeure clause—checklist For Precedent force majeure clauses together with detailed drafting notes, see Precedents: • Force majeure clause • Force majeure and business continuity clause • Force majeure event definition For information on force majeure generally, see Practice Notes: • Force majeure—consequences and contract discharge • Force majeure clause analysis—a practical guide • Force majeure—key and illustrative decisions For information on the related concept of frustration, see Practice Note: Discharge by frustration. For further considerations around alternatives to force majeure, see Practice Note: Drafting for unforeseen events—commercial contracts. For information on dealing with commercial contracts in difficult times, see: Commercial contracts in difficult times—resources—checklist. Legal Issues General comments What to watch out for General considerations Force majeure clauses relieve a party from its contractual obligations on the occurrence of a disruptive event outside that party's reasonable control. Force majeure is only recognised in English law if it is specifically provided for in the terms of a contract, although the doctrine...
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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...
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...
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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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ITT schedule—services—legal services [The Tenderer’s Proposal must include at least one module. The Tenderer may select one or more of the modules detailed below that it proposes to offer to [insert organisation’s name]. For the avoidance of doubt, the requirement of [insert organisation’s name] is that a Successful Tenderer will be able to provide the full range of legal services that may be required for any given module.] The Services required by [insert organisation’s name] are: 1 [ Module one—commercial law services [[Insert details on the services required, eg commercial contracts, sale of goods and services, commercial finance and credit arrangements, import and export laws, factoring and guarantees, data protection and electronic commerce].] ] 2 [ Module two—commercial dispute resolution [Insert details of the services, eg including arbitration, expert determination and mediation. Also insolvency and
Software transfer agreement—long form This Agreement is made on [insert date] 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 the[ sole] proprietor of certain software and associated intellectual property rights. (B) The Customer is [insert details of the background to the transfer]. (C) The Supplier has agreed to assign [its OR all the] intellectual property rights in such software to the Customer and the Customer agrees to take an assignment of the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation...
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What are the considerations that should be borne in mind when purchasing goods from overseas suppliers? This Q&A focuses on the considerations that should be borne in mind when purchasing goods from overseas suppliers and covers the prevalent considerations in business-to-business transactions for the sale and purchase of goods which are not specifically regulated. In particular, see Practice Note: International supply of goods—checklist for general guidance on the issues to be considered. In respect of provisions of international law which are similar to the statutory provisions within the UK, consideration must first be given to the governing law of the contract and local advice may be required. Including a governing law clause in favour of the laws of England and Wales will give a purchaser or seller a degree of comfort (because a party can easily point to what these are in the event of any dispute or breach). However, even if a party are successful in agreeing an English governing law clause, they will need to...
When a distributor sells goods that are subject to a retention of title clause, but with the right to resell those goods in the course of its business, is any onward sale by the distributor as an agent on behalf of the original supplier as title has not passed? In answering your query we have limited our research to cover a sale of goods between two businesses as part of an arm’s length commercial transaction. Under the Sale of Goods Act 1979 (SGA 1979), property in specific or ascertained goods passes to the buyer when the contracting parties intend it to pass (SGA 1979, s 17) and a seller can, as a term of the contract, reserve the right of disposal (SGA 1979, s 19). A retention of title (ROT) clause allows the seller to retain title to goods which it has delivered to a buyer until the buyer has paid for them in full or, where permitted to do so, sold them on to a...
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Ireland—Banking & Financial services analysis: This article was written by Paul Fahy, partner and head of tax and Cian Ryan, associate, of A&L Goodbody LLP and discusses the 2024 Annual Report of the Irish Revenue Commissioners (Revenue), and some of the key insights arising from this report.
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.
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