Commercial clauses

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Commercial clauses guidance:

The UK’s withdrawal from the EU on exit day has a number of implications for the drafting, negotiation and enforcement of contracts governed by English law. This Practice...

Practice Note

Contractual set-off is one of the five main types of set-off described in Practice Note: Types of set-off. Contractual set-off arises where a right of set-off has been...

Practice Note

This Practice Note summarises key decisions on the enforceability of restraint of trade provisions (restrictive covenants) in commercial and corporate contracts. For a...

Practice Note

This Practice Note considers exclusion and limitation of liability in business-to-business (B2B) and business-to-consumer (B2C) contracts. It provides guidance for...

Practice Note

This Practice Note considers the point at which property, title and risk pass from a seller to a buyer in a supply of goods transaction depending upon the nature of the...

Practice Note

This Practice Note summarises the key elements of guarantees and indemnities, the circumstances in which they are used, issues that beneficiaries and lenders should...

Practice Note

Introduction One of the purposes of a commercial contract is to allocate risk and liability through, for example, the provision of indemnities. In this context, one party...

Practice Note

Contract Where a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise may be: • joint •...

Practice Note

The Late Payment of Commercial Debts (Interest) Act 1998 (LPCD(I)A 1998, or the Act) creates rights for businesses (and organisations in the public sector) to claim...

Practice Note

This Practice Note sets out when and how parties can seek to limit or exclude liability for misrepresentations by reference to section 3 of the Misrepresentation Act 1967...

Practice Note

This Practice Note considers non-compete clauses in commercial agreements. Non-compete clauses are contractual obligations restricting a party from competing with the...

Practice Note

Introduction This Practice Note discusses the rule against penalties and how it applies to interest rates in commercial contracts, including a discussion of the late...

Practice Note

This Practice Note summarises the main issues arising in relation to price, payment terms and interest provisions in business to business contracts. It covers the...

Practice Note

This Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ that are frequently used in commercial agreements....

Practice Note

This Practice Note considers retention of title clauses, also known as reservation of title, ROT or Romalpa clauses. It considers the uses and limitations of retention of...

Practice Note

The Bribery Act 2010 (BA 2010) was passed to ensure the UK’s compliance with the Organisation for Economic Co-operation and Development's (OECD) Convention on Combating...

Practice Note

This Practice Note explains the purpose and significance of time of the essence clauses in commercial contracts. It explains the general rule and exceptions to the rule,...

Practice Note

There are five main types of set-off: • independent set-off (sometimes known as legal set-off or statutory set-off) • transaction set-off (also known as equitable...

Practice Note

Tax lawyers are often asked to check over a commercial contract (ie a contract for the supply of services or goods, not a contract for the sale and purchase of a business...

Practice Note

Set-off is a complex yet important concept in legal proceedings generally and for many different types of transaction. Independent set-off and transaction set-off can...

Practice Note

It is common knowledge that value added tax (VAT) is a tax which increases the price of goods and services that consumers in the UK buy. For a tax lawyer, before going...

Practice Note

A transaction must have five elements for UK VAT to be chargeable. It must: • be a supply of goods or a supply of services • be a taxable supply • take place in the UK •...

Practice Note

This Practice Note sets out guidance upon the meaning, use and importance of commonly used terms in exclusion and limitation of liability clauses in commercial...

Practice Note