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View the related checklists about Supply of goods

Equipment hire agreement—checklist

Equipment hire agreement—checklist Scope and purpose This Checklist sets out the key considerations when drafting, reviewing or negotiating an equipment hire agreement. Equipment hire agreements may also be referred to as equipment leases, equipment rental, operating leases or finance leases. This Checklist uses the term equipment hire agreement for ease of reference. It is drafted from the perspective of the hiring customer under the lease. See also accompanying Precedents: Equipment hire agreement—pro-customer and Equipment hire agreement—pro-supplier. This Checklist seeks to present issues that are aimed to protect the hiring customer’s (or lessee) interests in relation to an equipment hire agreement which has been drawn up by the supplier (or lessor) (as is usually the case with equipment hire agreements). Terms such as ‘lessor’, ‘lessee’, ‘hirer’ and similar do seem to cause a lot of confusion within these types of arrangement. In this Checklist the ‘hiring customer’ or ‘lessee’ is the party who is taking the equipment on lease and the ‘supplier’ or ‘lessor’ is the party who supplies the equipment...

Drafting and negotiating a time of the essence clause—checklist

Drafting and negotiating a time of the essence clause—checklist This Checklist outlines key provisions and issues for consideration when drafting and negotiating time of the essence clauses. For a Precedent time of the essence clause together with detailed drafting notes, see Precedent: Time of the essence clause. For information on time of the essence, exceptions to the general rule and practical issues to be considered by customers and suppliers, see Practice Note: Time of the essence. Legal Issues General comments What to watch out for Nature of the term: condition, innominate term or warranty Time will be of the essence where the parties expressly stipulate that time will be of the essence. If time is of the essence, a delay may give rise to the right to terminate the contract and a right to recover damages.In the absence of express wording, for time to be of the essence it must be a condition of the contract. If the provision dealing with time is construed as an innominate term or a warranty, it...

View the related flowcharts about Supply of goods

Which Precedent—supply of goods agreements—B2B—Flowchart

Which Precedent—supply of goods agreements—B2B—Flowchart This Flowchart is a guide for determining which Precedent agreement for the supply of goods is most appropriate to use in a given situation. An at a glance table also provides an overview of the key underlying drafting assumptions in each of the Precedent agreements as an alternate method of determining the most appropriate Precedent for use in a given situation. The Flowchart and accompanying table consider the business to business (B2B) Precedent options only. Flowchart Key drafting assumptions in Precedent agreements for the supply of goods—at a glance This table provides an at a glance overview of the key underlying drafting assumptions in each of the Precedent agreements for the supply of goods as an alternate method of determining the most appropriate Precedent for use in a given situation. Precedent Pro-party drafting bias Format Basis of supply Contains data processing provisions Compliance provisions Contains exclusivity and minimum purchase provisions Contains forecast provisions Supply of goods agreement—pro-customer Pro-customer Agreement Ongoing supply (can be...

View the related practice notes about Supply of goods

VAT time of supply rules—when is a supply made?

For VAT purposes it is necessary to determine: •first, whether a supply has taken place•second whether the supply is of goods or services, and•third, when the supply in question is deemed to take place by the VAT legislation (known as the time of supply rules)The time of supply rules are relevant to determine:•when VAT needs to be accounted to HMRC, and•the rate at which VAT is chargedFor more information on the application of these rules in the specific context of property transactions, see Practice Note: VAT—time of supply of land.Has a supply taken place?A supply must take the form of either a supply of goods or a supply of services. For further detail on the questions of whether a supply has taken place and whether it is of goods or services, see Practice Note: When does VAT apply?—A supply of goods or a supply of services. Whether a supply is of goods or services is of primary relevance to determining:•when it is treated as taking place (which is dealt with...

When does VAT apply?

A transaction must have five elements for UK VAT to be chargeable. It must:•be a supply of goods or a supply of services•be a taxable supply•take place in the UK•be made by a taxable person, and•be made in the course or furtherance of any business carried on by that personThis Practice Note explains what each of those five elements means.This Practice Note does not cover importation of goods or the circumstances where a UK person may be required to pay UK VAT on the supply of services from abroad, ie the reverse charge, for which see Practice Notes: VAT—the reverse charge on cross-border supplies and VAT—importing goods.This Practice Note includes references to EU Directives and case law; for information on the ongoing significance of EU Directives, and of judgments of the Court of Justice for the UK’s VAT rules, see Practice Note: Retained EU law and tax.A supply of goods or a supply of servicesThe first element has three parts. A transaction must:•be a ‘supply’•be categorised as either a ‘supply...

View the related precedents about Supply of goods

Franchise business sale agreement

Franchise business sale agreement This Agreement is made on [insert date] Parties 1 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Seller); 2 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Buyer); and 3 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Franchisor), (each a party and together the parties). Background (A) The Franchisor has licensed the Seller to operate the Franchise Business. (B) The Seller has agreed to sell and the Buyer has agreed to purchase the Franchise Business as a going concern on the terms and conditions of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Applicable Data Protection Law • means...

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

View the related q&as about Supply of goods

What key issues should be considered where customer (C) has a direct relationship with supplier (A) (who works with nominated supplier (B) on C's behalf), if C wishes to implement a direct rebate scheme with B?

What key issues should be considered where customer (C) has a direct relationship with supplier (A) (who works with nominated supplier (B) on C's behalf), if C wishes to implement a direct rebate scheme with B? The nature of the legal relationships Its important to be clear on the nature of the legal relationships between each of supplier A, supplier B and customer C. It is stated that customer C and supplier A have a direct contractual relationship between them. It will be necessary to review the terms of that contract, in order to identify if the proposed course of action will be in breach of the specific terms of the agreement, or otherwise cause a conflict or ambiguity leading to a commercial risk. It is stated that ‘A works with another nominated supplier B on our behalf’. ‘On our behalf’ indicates the possibility that supplier A may be acting in some capacity as an agent of C in its dealings with supplier B. Agency is a relationship under which...

Have you any guidance for selling goods via subscription services to consumers online?

Have you any guidance for selling goods via subscription services to consumers online? The main issue that arises with subscription services is having a fair termination right. This means that the consumer should have the right to cancel at any time, or understand that they can not terminate at any time and what the restrictions on their rights of termination are. Terms need to clearly state what the term or minimum period of the agreement is, and what the notice period is. Terms that may be considered unfair include: • automatically renewing the customer’s contract or subscription without requiring the business to take sufficient steps to inform them before doing so • using excessively long notice periods in order to tie a customer in for another fixed term

View the related News about Supply of goods

Commercial weekly highlights—23 January 2025

This week's edition of Commercial weekly highlights includes: commentary on the two new guidance documents published by the Office of Trade Sanctions Implementation which provides support to UK exporters when tailoring their due diligence and prohibiting re-export of their products to Russia, analysis of the newly launched Fair Payment Code which aims to tackle late payment of invoices for smaller businesses, and news that the Department for Business and Trade has published a summary of responses and a policy paper following its consultation on a new approach to fire safety regulations for domestic upholstered furniture.

Commercial weekly highlights—16 January 2025

This week's edition of Commercial weekly highlights includes: analysis of the decision in Zaha Hadid Ltd v The Zaha Hadid Foundation which considered whether an agreement with a unilateral termination right operated in restraint of trade, commentary on the BBC’s investigation into forced labour imports which sets out key takeaways for UK businesses, and news that the Department for Business and Trade and the Department for Culture, Media and Sport have launched a public consultation on measures to regulate the ticket resale market.