Model instructions for cancellation 1 Right to cancel 1.1 You have the right to cancel this contract within 14 days without giving any reason. 1.2 The cancellation period will expire after 14 days from the day [of the conclusion of the contract OR on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the goods OR on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last good OR on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the last lot or piece OR on which you acquire, or a third party other than the carrier and indicated by you acquires, physical possession of the first good]. 1.3 To exercise the right to cancel, you must inform us [insert trader’s name, geographical address and, where available, telephone number, fax number and email

This week’s edition of Construction highlights includes a case concerning a party’s entitlement to payment for additional works under a contract which did not provide for this (Castle Trustee v Bombay Palace), a decision on termination notices under a PFI contract (Tees Esk and Wear Valleys NHS Foundation Trust v Three Valleys Healthcare) and a look at the pros and cons of split trials in construction litigation.

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (Consumer Contracts Regs 2013), SI 2013/3134 apply where you enter into a retainer with a consumer client away from your premises. This Practice Note explains: • when the regulations apply • when your client is given cancellation rights by the regulations • how to comply with the regulations The Consumer Contracts Regs 2013 also apply where you do not meet the client at all before entering into a retainer. For more information see Practice Note: Distance contracts—law firms. The decision tree below will help you to decide whether: • the regulations apply at all and, if so • which parts of the regulations you will have to comply with ie provisions relating to off-premises contracts or distance contracts Workflow Flowchart: off premises contract from 13.06.2014 will help you determine whether you are entering into an off-premises contract and, if so, what information you need to provide to the client and when. Which clients do the regulations apply to? To have the benefit of cancellation rights under the Regulations:

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 III between property

‘Practical Completion’ means a state in which the Works or any Section thereof are complete in all respects and free from apparent defects, save for any minor items of incomplete work or minor defects and/or blemishes, the existence, completion or rectification of which would not, in the reasonable opinion of the Employer, prevent or interfere with the beneficial use and/or enjoyment of the

This Practice Note is intended to provide advice to sub-contractors on how to spot problems with insolvent contractors and how the sub-contractor can take steps to protect itself in advance. In the event that the main contractor has become insolvent, see Checklist: Sub-contractor steps to take if contractor becomes insolvent—checklist. Spotting the early symptoms of contractor insolvency • most importantly, sub-contractors need to keep alert to the contractor’s financial status • the sub-contractor should take heed of ongoing rumours about the contractor’s financial position (either in the press or by word of mouth) • look out for official announcements to shareholders/the stock market (for example, profit warnings) • keep aware of non-payment or late payment of other sub-contractors by the contractor • note any late or partial commitment to key supply contracts by the contractor • be aware of any redundancies or inexplicable removal of personnel from the project by the contractor • removal of materials or plant from the site • any reduced resourcing by the contractor on site • note any constant

FORTHCOMING CHANGE: On 24 May 2024, the Digital Markets, Competition and Consumers Bill received Royal Assent, becoming the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) and coming partly into force on that date. The unfair commercial practices provisions contained in Part 4, Chapter 1, DMCCA 2024 entered into force on 6 April 2025 and revoked and replaced those terms contained in the Consumer Protection from Unfair Trading Regulations 2008, SI 2008/1277 (CPUTR 2008) from such time. SS 232, 234 and 235 DMCCA 2024 relating to a consumer’s right of redress are not yet in force and CPUTR 2008 will continue to govern a consumer’s right of redress for the time being. The enhanced consumer protection enforcement powers also entered into force on 6 April 2025. Further provisions which are not yet in force include new requirements for subscription contracts (which will remove them from the remit of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134). For further information on the DMCCA 2024, see Practice

What is a 'fundamental breach'? Following the decision in Photo Production Ltd v Securicor Transport Ltd, it has now been settled that a fundamental breach is no more than a repudiatory breach and so the commentary referred to generally uses that expression. For further information, see commentary: Fundamental breach: Halsbury’s Laws of England [350]. A repudiatory breach will be deemed to have occurred where a party to a contract declares his intention (either by words or conduct) not to perform his primary obligations under the contract. These primary obligations will be at the core of any contract and will give the innocent party the right to treat the contract as being disregarded and entitle the innocent party to refuse to be bound by its terms. What amounts to a repudiatory breach will vary with each contract. Repudiation is a serious matter and is not to be lightly

This guide enables organisations to gather essential climate information on current and prospective contract parties, and assess other organisations’ approach to decarbonisation and to understand whether they have a meaningful transition plan.

Position for B2C transactions provided by consumer protection legislation Generally, a term which seeks to restrict the ability to cancel a contract for services or impose high charges for cancellation may be deemed to be unfair pursuant to the provisions of the Consumer Rights Act 2015 (CRA 2015). For example, if a consumer contracts for the hire of a venue for an event but cancels, the venue may be able to resell the slot and therefore not lose money and should not charge the first consumer a draconian cancellation charge. For further information on the principles to be applied in determining whether a term relating to cancellation is unfair, see the Competition and Markets Authority unfair contract terms guidance relating to the application of the CRA 2015. The right to cancel a contract concluded by distance selling

This Practice Note looks at the practice, in construction contracts, of employers retaining an agreed percentage from interim payments due to a contractor or sub-contractor as security for the future performance of its obligations under the building contract/sub-contract (known as ‘retention’ or ‘retentions’). It looks at the amount usually retained, the treatment of retention money, its release and retentions under standard form building contracts. It also considers the use of retention bonds and highlights the government plan to prohibit retention practices in construction contracts. The concept of a retention from interim payments is commonplace in commercial construction contracts, particularly standard form ones. This familiar landscape is due to change imminently now that the UK government has introduced the Commercial Contracts Bill which will, once in force, prohibit the use of retention clauses in construction contracts. See, below, ‘Change ahead: Change ahead: UK government proposals to outlaw retention What is retention? Retention is the name given to the money the employer retains from interim payments as security for the future performance of the contractor’s obligations

Guarantees are typically used in banking transactions as a form of collateral for a debt. For information on the characteristics of guarantees, see Practice Note: Guarantees. This Practice Note examines: • contractual formalities involved in creating a guarantee • other formalities which are specific to the granting of guarantees, and • whether there are any formalities for indemnities that need to be considered (since guarantee documentation typically includes an indemnity provision) This Practice Note does not deal with: • guarantees from individuals (see Practice Note: Key issues in taking a guarantee from an individual in a commercial financing context), or • on demand guarantees (see Practice Note: On demand guarantees and bonds) A guarantee is a contractual arrangement Like any contractual arrangement, the following are required to create an effective guarantee: • offer and acceptance, with the intention to create legal relations, and • sufficient certainty of terms Contract formation Guarantees are contractual arrangements so the requirements for creating contracts in general apply to them: • there must be an offer and acceptance—for