Standard Terms

Template Clauses

Intellectual Property and Confidential Information Intellectual property may be a relevant feature in many commercial contracts. An entity may develop its own IP such as software or technology and license it to third-party users. The scope of intellectual property and the terms of consent to its use should be set out.… Read the rest

Statutory Rights

Consumer Contracts Contracts between businesses /traders and consumers raise most of the same issues as those between businesses. Most of the provisions of the Sale of Goods Act apply equally to business to business sales and to business to consumer sales.… Read the rest

Seller’s Perspective

Passing of Risk The Sale of Goods Act provides that the risk in respect of the goods passes with the property unless otherwise agreed. Ideally, the buyer would wish to ensure that the risk does not pass until delivery.… Read the rest

Performance Issues

Description I The Sale of Goods Act provides that a description applicable to goods is a contract condition. Therefore, its breach entitles the other party to terminate the contract and recover damages. The description identifies the goods as such.… Read the rest

General Issues

Sale Contracts It is preferable that a sale contract is set out and recorded in writing. This is not essential in most cases, but it is desirable from the perspective of proof of the fact and terms of the agreement and the incorporation of the trader’s terms.… Read the rest

Buyer’s Perspective

Terms and Conditions of Purchase The buyer may seek to apply its own terms and conditions to the sale contract. A “battle of the forms” may result. Ultimately, it is a matter of contractual interpretation as to which terms and conditions form part of the agreement. … Read the rest

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