Brexit—drafting commercial clauses
Brexit—drafting commercial clauses

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Brexit—drafting commercial clauses
  • Warranty clause
  • Hardship clause
  • Force majeure clause
  • Business continuity clause
  • Price variation clause
  • Drafting considerations for other clauses

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 Note considers the impact that Brexit may have on business-to-business (B2B) commercial contract clauses specifically. In particular, this Practice Note looks at how Brexit may affect, change or bring about a requirement for:

  1. warranty clause

  2. hardship clause

  3. force majeure clause

  4. business continuity clause

  5. price variation clause

For the impact that Brexit may have on the drafting, negotiation and enforcement of B2B boilerplate clauses, see Practice Note: Brexit—drafting boilerplate clauses.

For the purpose of this Practice Note, all references to ‘exit day’ are to that term as defined in the European Union (Withdrawal) Act 2018 (EU(W)A 2018), unless expressly indicated otherwise.

Warranty clause

A warranty is an assurance or promise given by a party to a contract, breach of which will give rise to a right to the other party to claim damages (and only if expressly provided by the terms of the agreement, the right to terminate). Warranties are found in most types of commercial contracts and may be either generic in nature (such as a party warranting that it has the authority and capacity to enter into the agreement) or specific to the transaction (for example, in supply of goods agreements where a