B2B Definition

GLOSSARY

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What does B2B mean?

Business to business—contracts between two businesses.

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Drafting terms for the sale of goods—business to business—checklist

Drafting terms for the sale of goods—business to business—checklist This Checklist is for drafting terms and conditions for the sale of goods. It sets out the key considerations when drafting business-to-business (B2B) standard form terms and conditions or a contract for the sale of goods. It considers the legal, regulatory and practical issues around the sale and supply of goods and is drafted with a seller/supplier bias. For general guidance on contracts for the sale of goods, see Practice Notes: Contracts for the sale and supply of goods—business to business and Implied terms in contracts for goods and services. For general guidance on key terms in commercial contracts more broadly, see Practice Note: Key terms and conditions in commercial contracts. General considerations Speak to departmental representatives within the business to establish any concerns they have and any customer feedback that should be addressed in the terms. Understand how the goods will be provided and any back-end processes, eg for delivery or returns, which need to be reflected in the terms....

Payment Services Directive 2 (PSD2) and Payment Services Regulations 2017 (PSRs 2017)—timeline

Payment Services Directive 2 (PSD2) and Payment Services Regulations 2017 (PSRs 2017)—timeline The first Payment Services Directive (2007/64/EC) (PSD1) came into force on 25 December 2007 and was required to be implemented by Member States by 1 November 2009. PSD1 was implemented in the UK through the Payment Services Regulations 2009, SI 2009/209 (PSRs). PSD1 was intended to regulate payment service providers (PSPs) and harmonise the payments sector within the European Union (EU). However, advances in payment systems outstripped the regulatory capacity of PSD1 and, in July 2013, the European Commission (Commission) introduced a proposal for a second Payment Services Directive (PSD2). PSD2 (Directive 2015/2366) entered into force on 13 January 2016. Most of its provisions had to be implemented by Member States by 13 January 2018. PSD2 incorporated and repealed PSD1. PSD2 aimed to improve on PSD1 by, among other things: • increasing its scope so that it no longer includes only PSPs within the EU and the European Economic Area (EEA) • focusing on consumer protection...

Implied terms in contracts for goods and services

Express and implied contractual terms distinguishedContractual terms may be either express or implied:•express terms—are terms which are actually recorded in a written contract or openly expressed in an oral contract at the time the contract is made (or there may be a combination of written and oral express terms)•implied terms—are not stated in the contract but arise 'by implication' to reflect the intention of the parties at the time the contract was made. Terms may be implied by fact, law or custom. For guidance on implying terms into contracts, see Practice Notes:◦Contract interpretation—terms implied by law◦Contract interpretation—terms implied by fact◦Contract interpretation—terms implied by custom and usageThis Practice Note considers statutory implied terms in contracts for the supply of goods and services, being the implied terms under the Sale of Goods Act 1979 (SGA 1979) and the Supply of Goods and Services Act 1982 (SGSA 1982). It considers what the implied conditions and the implied warranties under SGA 1979 and SGSA 1982 are and whether it is possible to exclude or...

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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Product recall clause

Product recall clause 1 Product recall clause—pro-supplier 1.1 The Customer shall immediately notify the Supplier if it becomes aware of any complaint or claim which indicates that a product supplied by the Supplier may be defective, faulty or unsafe in any way. The Customer must send to the Supplier: 1.1.1 a copy of the complaint or claim, and any correspondence exchanged with the complainant or third party; and 1.1.2 details of the product supplied, the batch and serial number of the product (or other marking to aid traceability), the date on which the product was supplied by the Supplier to the Customer, and the date on which the Customer supplied it to the complainant (or other third party). 1.2 The Customer is required to keep and maintain, for at least ten years following last supply of the product, appropriate records to enable all products supplied by the Supplier to be traced. These records shall include serial and batch numbers (or other marking to aid traceability), delivery...

Ireland—Simple mediation clause

Ireland—Simple mediation clause Nature of the clause This Precedent is a short-form clause for use in a business-to-business (B2B) commercial contract providing for mandatory mediation in the event of a dispute arising out of the agreement. This Precedent clause provides that the parties will seek to settle the dispute. Unlike litigation and arbitration clauses, the purpose of this clause is for the parties to seek to resolve the matter with the assistance of a mediator, but without the need for formal contentious proceedings. What is mediation and why have a mediation clause? Mediation is a form of alternative dispute resolution (ADR) in which a third-party mediator follows a structured process to facilitate an agreed settlement between parties to a dispute. Mediation is a non-binding dispute resolution process, ie any agreement reached in mediation will only be binding on the parties if they enter into a settlement agreement. Mediation allows the parties a high degree of control compared with litigation and provides a collaborative process for dispute resolution. Further advantages of...

Dive into our 38 Precedents related to B2B

Is a guarantee effective where it has been executed and dated by the guarantor but not executed by the beneficiary of the guarantee? Can the beneficiary sign the document some time after the execution by the guarantor?

Is a guarantee effective where it has been executed and dated by the guarantor but not executed by the beneficiary of the guarantee? Can the beneficiary sign the document some time after the execution by the guarantor? Offer, acceptance and certainty of terms See Practice Note: Formalities for creating a guarantee which explains that the following features are required to create an effective guarantee: • offer and acceptance, with the intention to create legal relations, and • sufficient certainty of terms For more information in relation to each of these features, see Practice Notes: Forming enforceable contracts—offer, Forming enforceable contracts—acceptance, Forming enforceable contracts—intention to create legal relations and Forming enforceable contracts—certainty. And for further reading on this point, see commentaries: • Making the agreement: Halsbury's Laws of England [648] • The principle: Halsbury's Laws of England [652] Parties and signatures In order to satisfy the Statute of Frauds 1677, all of the parties to the guarantee must be named or sufficiently described in writing. The guarantee must...

Do you need to include monetary amounts as consideration in a transfer agreement?

Do you need to include monetary amounts as consideration in a transfer agreement? It is not clear what type of transfer agreement is being referred to, and so we assume this question is asked in relation to a B2B agreement and which is not subject to specific sector or industry regulation. One of the requirements for forming an enforceable agreement, is that it must be made in exchange for something of value, known as 'consideration'. A requirement for consideration is economic value, which is usually evidenced by the payment of a monetary amount, see: Chappell & Co v Nestlé Co and Edmonds v Lawson. However economic value is not the only form of consideration, see: Practice Note: Forming enforceable

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Commercial weekly highlights—14 November 2024

This week's edition of Commercial weekly highlights includes: analysis of the Supreme Court decision in SkyKick UK Ltd v Sky Ltd in which Sky was held to have applied for its trade marks in bad faith, analysis of the Supreme Court decision in Fimbank plc v KCH Shipping Co Ltd which clarified that the time bars set out in the Hague Rules and Hague Visby Rules apply to breaches of duty by carriers occurring after discharge but before or at the time of delivery, and commentary on the recently published guidance on the offence of failure to prevent fraud.

Commercial weekly highlights—7 November 2024

This week's edition of Commercial weekly highlights includes: news of the publication of the Court of Appeal’s decision in Topalsson GMBH v Rolls-Royce Motor Cars Ltd which considers whether a limitation cap applied before set-off was applied, commentary on the decision in URE Energy Ltd v Notting Hill Genesis which considers whether a contractual right to terminate was effectively waived, and news that the Home Office has published guidance on the corporate 'failure to prevent fraud' criminal offence included in the Economic Crime and Corporate Transparency Act 2023.

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GLOSSARY

B2B definition

What does B2B mean?

View the related checklists about B2B

Drafting terms for the sale of goods—business to business—checklist

Payment Services Directive 2 (PSD2) and Payment Services Regulations 2017 (PSRs 2017)—timeline

View the related practice notes about B2B

Implied terms in contracts for goods and services

Key terms and conditions in commercial contracts

View the related precedents about B2B

Product recall clause

Ireland—Simple mediation clause

View the related q&as about B2B

Is a guarantee effective where it has been executed and dated by the guarantor but not executed by the beneficiary of the guarantee? Can the beneficiary sign the document some time after the execution by the guarantor?

Do you need to include monetary amounts as consideration in a transfer agreement?

View the related News about B2B

Commercial weekly highlights—14 November 2024

Commercial weekly highlights—7 November 2024

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GLOSSARY

B2B definition

What does B2B mean?

View the related checklists about B2B

Drafting terms for the sale of goods—business to business—checklist

Payment Services Directive 2 (PSD2) and Payment Services Regulations 2017 (PSRs 2017)—timeline

View the related practice notes about B2B

Implied terms in contracts for goods and services

Key terms and conditions in commercial contracts

View the related precedents about B2B

Product recall clause

Ireland—Simple mediation clause

View the related q&as about B2B

Is a guarantee effective where it has been executed and dated by the guarantor but not executed by the beneficiary of the guarantee? Can the beneficiary sign the document some time after the execution by the guarantor?

Do you need to include monetary amounts as consideration in a transfer agreement?

View the related News about B2B

Commercial weekly highlights—14 November 2024

Commercial weekly highlights—7 November 2024

Call us on

Popular Links

HELP & SUPPORT

LEGAL SOLUTIONS

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