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Commercial contract review and execution (business personnel)—checklist

Commercial contract review and execution (business personnel)—checklist This is a Checklist for in-house lawyers to provide to those of its employees (eg procurement or sales professionals) who are engaged in negotiating commercial contracts. It sets out the primary issues to consider when negotiating or reviewing a business-to-business commercial contract, and includes practical guidance. This Checklist may be suitable for use in low risk contracts where employees who are not legally qualified are authorised to conduct negotiations and contract review. It may be customised as required to work with a company playbook on contract negotiation and review, to include suggested fall-back drafting positions and escalation points for recourse to a legal team as appropriate. As it is intended to be used by non-legal professionals, it does not include links to further detailed legal commentary in each case. For a Checklist intended for use by legal professionals with links to further information, see: Commercial contract drafting and review—checklist. In-house lawyers should check that business personnel engaged in negotiating and concluding commercial contracts...

Vertical agreements—drafting for MVBEO—checklist

Vertical agreements—drafting for MVBEO—checklist This Checklist sets out the essential points that should be considered under The Competition Act 1998 (Motor Vehicle Agreements Block Exemption) Order 2023 (No 2) (MVBEO) when drafting new vertical agreements, or updating existing vertical agreements, in relation to motor vehicle aftermarkets for the provision of repair and maintenance services or the distribution of motor vehicle aftermarket goods (together, the motor vehicle aftermarket). This Checklist is not intended to be a comprehensive guide to the MVBEO but should be used where a commercial lawyer wants to ensure that the vertical agreement falls within the MVBEO (and any guidance issued under it). For further information, see: CMA Guidance: MVBEO. A flowchart is also provided at the end of this Checklist, setting out the main steps to follow when assessing whether an agreement falls under the MVBEO. Introduction to MVBEO Any agreement which affects trade and restricts competition in the UK may be subject to the prohibition on anti-competitive agreements under the provisions of Chapter I of the Competition...

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Procurement process—flowchart—worked example

Procurement process—flowchart—worked example This Procurement process flowchart shows the order in which a procurement may take place, together with the elements to be considered to ensure that a transparent and suitable procurement process is followed. It also identifies Precedents available to assist you with the procurement process. This Flowchart is a worked example and is not intended to be definitive. Different organisations may well have very different processes, but it provides a good starting or reference point. The contract value figures have been included for illustrative purposes only. This Flowchart should be read in conjunction with Practice Note: Procurement risk management guide which identifies five key risk management priorities for in-house lawyers supporting the procurement process. See also Precedent: Procurement policy—internal. Note 1 When deciding whether or not you can use a supplier who has previously supplied goods/services to another part of the organisation you should consider: • satisfaction with the supplier • uniformity or standardisation requirements • price efficiency/economies of scale • desirability of reducing reliance on one...

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Contracts for the sale and supply of goods—business to business

This Practice Note provides an overview of the key legislation and regulation impacting business to business (B2B) contracts for the sale and supply of goods. It considers the use of standard terms and conditions versus bespoke agreements when documenting supply of goods transactions. It also provides an overview of different types of contracts for the supply of goods, and the key terms in those contracts, including provisions dealing with the description and specification of the goods, price and payment, delivery, acceptance, title and risk, retention of title and warranties.For guidance on legislation and regulation impacting B2B contracts for the supply of services, see Practice Note: Contracts for the supply of services—business to business. For guidance on considerations for commercial contracts more generally, see Practice Note: Key terms and conditions in commercial contracts.The supply of goods and services to consumers is significantly regulated and is not covered by this Practice Note. For guidance on business to consumer (B2C) contracts, see: Trading with consumers—overview.Key legislation and regulationThe key statutes to bear in...

Key terms and conditions in commercial contracts

This Practice Note considers the key terms and conditions found in business-to-business (B2B) commercial contracts. It sets out the general drafting considerations and considers the key operative provisions, such as term, primary obligations, warranties, price and payment, confidentiality, intellectual property rights, data protection, liability and limitation of liability, indemnities, termination, and consequences of termination.Initial considerationsStructure and formThe initial consideration for any contract must be what form it will take, and that decision will largely be informed by what the contract is seeking to achieve and in what environment it is expected to be entered into. For example, simple contracts are capable of being entered into orally, in writing or by conduct; whereas some agreements require greater formality and must be executed as a deed. Those simple contracts which are in written format, may be drawn-up as formal or bespoke agreements (which generally anticipate some degree of negotiation and the signature of the parties entering into it) or as standard form terms and conditions. Standard terms and conditions may form a...

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Greener and More Efficient HGVs in Road and Multimodal Transport Agreements (The Chancery Lane Project)

Greener and More Efficient HGVs in Road and Multimodal Transport Agreements (The Chancery Lane Project) This Precedent requires contracting carriers to use energy efficient vehicles for any road carriage under a transport agreement, or otherwise specify that a percentage of road journeys will use green HGVs. These sustainability clauses were produced by The Chancery Lane Project (TCLP) as ‘Greener and More Efficient HGVs in Road and Multimodal Transport Agreements’ and are reproduced with permission (and with some minor editorial changes). TCLP is the code name for the focused and collaborative effort of lawyers from around the world to develop new contracts and model laws to help fight climate change. For more information, see: chancerylaneproject.org. UUÂãÁÄÖ±²¥Â® is proud to support the work of TCLP. Definitions Alternative Fuel • means fuel or power sources which serve, at least partly, as a substitute for fossil fuel sources in the energy supply to transport and which have the potential to contribute to its decarbonisation and reduce the Carbon Footprint and includes but is not...

Termination letter—distributor to manufacturer

Termination letter—distributor to manufacturer [Manufacturer] [Address] Dear [Manufacturer], Distribution Agreement dated [insert date] (the Agreement) [This letter confirms our recent discussions.] In accordance with clause [specify number of clause containing termination provision], please take this letter as [[eg 90] days’ OR immediate] notice of termination of the Agreement. [The Agreement will therefore come to an end on [date].] [This is not due to any breach by you of the Agreement, simply that we intend in future to concentrate our commercial efforts in another direction. OR This, as discussed, is due to [set out details, eg failure to supply or support product], which is a material and unremedied breach by you of the Agreement. All our rights in relation to that breach, and otherwise, are reserved.] [ [We will submit no new orders, although we expect that those in progress [for which we have firm orders from customers] will be fulfilled. We will sell Products we hold in the normal way and in accordance with clause [specify]...

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Is a worker entitled to leave the employer's premises during their 20-minute rest break under the Working Time Regulations 1998 (WTR 1998)? WTR 1998 refers to the right to leave the 'workstation'.

Is a worker entitled to leave the employer's premises during their 20-minute rest break under the Working Time Regulations 1998 (WTR 1998)? WTR 1998 refers to the right to leave the 'workstation'. Under the Working Time Regulations 1998 (WTR 1998), SI 1998/1833, reg 12(1), a worker is entitled to a ‘rest break’ where that worker works for more than six hours in a day. WTR 1998, SI 1998/1833, reg 12(2) provides for details of the rest break, including its duration and the terms on which it is granted, to be set out in a collective agreement or workforce agreement. Where there are no such provisions, the default position is that the rest break is for a minimum 20 minute uninterrupted period, which the worker is entitled to spend away from their workstation if they have one. WTR 1998, SI 1998/1833, reg 21 provides a number of exceptions to the right to a rest break, however where these exemptions occur, the worker is entitled to a compensatory period of rest (see...

If a lorry driver delivering goods is persuaded not to cross a picket line by employees engaged in lawful, peaceful picketing, and the lorry driver faces disciplinary sanction or dismissal from their own employer (who is not a party to the trade dispute) for refusing to cross the picket line to deliver the goods, are there any protections available to the lorry driver?

If a lorry driver delivering goods is persuaded not to cross a picket line by employees engaged in lawful, peaceful picketing, and the lorry driver faces disciplinary sanction or dismissal from their own employer (who is not a party to the trade dispute) for refusing to cross the picket line to deliver the goods, are there any protections available to the lorry driver? When it comes to statutory protections available to those engaged in industrial action or picketing: • statutory immunity is provided against liability in relation to economic or industrial torts for those involved in industrial action with their employer, which is done in contemplation or furtherance of a trade dispute (as defined), and which complies with specific balloting and notification conditions (see Practice Notes: The right to take industrial action and Balloting for and employer notification of industrial action) • protection against dismissal is potentially available for those participating in such industrial action (see Practice Note: Entitlement to claim unfair dismissal, particular the main section dealing...

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IP rights and the new EU Packaging Regulation

IP analysis: Valérie Corbiau, senior Trade mark and Design attorney, and Michael Shaw, partner, at Marks & Clerk LLP review the new EU Regulation on Packaging and Packaging Waste from an IP rights perspective. The European Union is now close to finalising new legislation on packaging and packaging waste, placing an obligation on manufacturers and importers of products in the EU to minimise the volume and weight of product packaging, and to reduce packaging waste. In the interests of environmental sustainability, any product packaging that does not comply with these requirements is prohibited. The measures aim to increase the use of recycled content in packaging, especially in plastic packaging where the uptake of recycled content is very low, as well as higher recycling rates for all packaging. The requirements apply both to the composition and volume of the product packaging. By 1 January 2030, the manufacturer or importer must ensure that any packaging placed on the market is designed so that its weight and volume is reduced to the minimum...

Tax weekly highlights—31 October 2024

This week's edition of Tax weekly highlights includes: (1) the key tax announcements made in the government’s Autumn Budget on 30 October 2024, (2) News Analysis on the FTT’s decisions in GCH Corporation Ltd and Abbeyford and (3) Agent Update Issue 124.