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

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Practice Note. For further guidance, see Brexit Bulletin—key updates, research tips and resources and Brexit toolkit.

The UK’s withdrawal from the EU on exit day, the implementation period and the period beyond have 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, unless expressly indicated otherwise, all references to:

  1. ‘exit day’ are to that term as defined in the European Union (Withdrawal) Act 2018 (EU(W)A 2018), and which occurred at 11 pm on 31 January 2020

  2. ‘implementation period’ are to the period which runs from exit day (being