Commercial Contracts

Businesses must be protected to the fullest extent when carrying out their operations to ensure that customers comply with their obligations and to restrict liability in relevant circumstances. 

We have the expertise to advise you when you are asked to sign up to any commercial contract or, when you need such contracts to protect your business.  We will seek to protect and enhance your position, no matter the business sector or transaction size.

Contracts - The Basics

Essential terms that should be included:

1. Parties: names and addresses of all should be clearly stated.

2. Payment Provisions: exact price for goods or services to be supplied and when payment(s) are to be made. Rate of interest on overdue amounts and consequences of failure to pay should also be detailed. Is the price excusive of VAT? Does it include delivery charges?

3. Assignation: option for a party to transfer their contractual obligations and rights to someone else?

4. Term: length of contract should be stated and options to continue the contract.

5. Limitation of Liability: caps the liability on either party to the contract.

6. Termination Provisions: circumstances where either party can terminate the agreement should be clearly set out.

7. Arbitration: procedure to be followed if parties are in dispute.

8. Confidentiality: the contract may contain information that is commercially sensitive to the parties. In order to protect you, confidentiality clauses can be drafted.

9. Warranties: give contractual rights to a party to the contract to sue for damages if there is a breach of any warranty.

10. Indemnity: is an obligation to compensate by making a payment for a defined loss or damage. 

11. Force Majeure: covers situation where neither party through no fault of their own can perform the contract i.e. natural disaster.

12. Applicable Law: which country’s law governs the contract should be clearly stated.

Contact: Scott Wyper, Partner swy@bto.co.uk / Jeremy Glen, Partner jsg@bto.co.uk / Alastair Dunn, Partner akd@bto.co.uk / Emma Barclay, Partner eba@bto.co.uk / T. 0141 221 8012