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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....
Power purchase agreement (PPA)—Checklist Power purchase agreements (PPAs) and consequently the checklist issues that arise will vary depending on a number of factors, including the type of energy generating technology utilised and, particularly, whether or not feedstock or fuel is required for operation of the completed facility. Whether the PPA, a short-term trading arrangement or a longer-term arrangement needed to underpin financing will also have a significant impact. This Checklist assumes a ‘conventional’ PPA where the counterparty is a licensed supplier. There are other variants, including corporate PPAs where the counterparty is an end-use customer, possibly connected to the generating facility by a direct wire. For more information about corporate PPAs, see Practice Note: Corporate Power Purchase Agreements—an introduction to structuring power purchase arrangements between large energy users and remotely located generators. What is/check the duration of the agreement? Where a PPA is required to underpin the external financing of a new generating facility, the term of PPA should coincide, so far as practicable, with the terms of any loans...
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Part VI Road Traffic Act (RTA) 1988 and Motor Insurance Bureau agreements This Practice Note provides an introduction to motor insurance, uninsured motorists and untraced drivers, making sense of Part VI of the Road Traffic Act 1988 (RTA 1988) and the Motor Insurers Bureau’s (MIB) Uninsured and Untraced Drivers Agreements. Introduction to Road Traffic Act 1988 and Motor Insurers Bureau Motor insurance in the UK is a surprisingly complicated topic. In mainland Europe, a vehicle’s owner simply insures the vehicle, and the insurer indemnifies any driver who drives with the owner’s permission. In the UK, insurers insure only particular drivers, and then only for particular purposes. RTA 1988 provides for compulsory third-party motor insurance, and a statutory scheme setting out the circumstances in which an insurer will pay damages to an injured person. It implements what is now the Directive 2009/103/EC, Sixth Motor Insurance Directive (the Directive). The MIB is a private body, comprising all of the UK’s motor insurers. It acts as an ‘insurer of last...
Overseas entities and land under the Economic Crime (Transparency and Enforcement) Act 2022—property transactions—Scotland This Practice Note looks at the Economic Crime (Transparency and Enforcement) Act 2022 (EC(TE)A 2022) in the context of property transactions in Scotland. For an overview of EC(TE)A 2022, see Practice Note: Register of overseas entities that hold UK property—fundamentals. For EC(TE)A 2022 in the context of property transactions in England and Wales, see Practice Note: Overseas entities and land under the Economic Crime (Transparency and Enforcement) Act 2022—property registration and restrictions. The provisions of EC(TE)A 2022 relating to the creation of a register of overseas entities and the registration of overseas entities at Companies House came into force on 1 August 2022 and the provisions relating to land ownership and registration came into force on 5 September 2022. Further regulations specifying various matters under EC(TE)A 2022 (such as the definition of an ‘exempt’ overseas entity) are still awaited. Further requirements on overseas entities have been introduced by the Economic Crime and Corporate Transparency Act 2023...
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Short-form facility agreement (term loan): single company borrower—bilateral—unsecured Facility agreement This Agreement is made on [date] Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); and 2 [insert name of Lender], of [insert address] (the Lender). It is agreed as follows: 1 Definitions and interpretation 1.1 In this Agreement, unless otherwise provided: Business Day • means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in London; Commitment • means £[•] ([•] Sterling) minus any amount reduced or cancelled in accordance with this Agreement; Commitment Period • means the period commencing on the date of this Agreement to and including [•]; Default • means an event that with the giving of notice, lapse of time or other applicable condition would be an Event of Default under Clause 16; Drawdown • means [the OR a] utilisation of the...
Section 25 notice—landlord opposing renewal (with grounds) under LTA 1954 These drafting notes are for use when completing a landlord’s section 25 notice opposing renewal (with grounds) under the Landlord and Tenant Act 1954 (LTA 1954). They are intended to be used when completing the prescribed form under the Landlord and Tenant Act 1954, Part 2 (Notices) Regulations 2004, SI 2004/1005, which is available here. It is good practice to serve the notice in duplicate and ask the receiving party to endorse and return the duplicate copy to acknowledge receipt. General A business tenancy automatically continues after the initial lease expires under the Landlord and Tenant Act 1954 (LTA 1954). A ‘business tenancy’ is one where property is occupied for the purposes of a trade or profession (see LTA 1954 business lease renewal—termination—Meaning of 'occupied for the purposes of business') unless it is one of 17 types of excluded tenancies (see: LTA 1954 business lease renewal—termination—Excluded tenancies), or where occupation is as licensee or tenant at will. Under LTA...
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What is the logic, under the Loan Market Association leveraged facility agreement, for the split in conditions precedent (CP) between 'CPs to signing the agreement' and 'CPs to initial utilisation'? Further, in circumstances where a share sale and purchase agreement will be signed and the acquisition will complete on the same day, is such a split in CPs under the facility agreement necessary? The convention of splitting conditions precedent (CPs), into ‘CPs to signing the agreement’ and ‘CPs to initial utilisation’, reflects the fact that company acquisitions typically involve a split ‘exchange’, where the key documents are executed and the parties commit to the transaction (subject to certain conditions), and completion, where the money moves and the company or group legally changes hands. Certain CPs, such as corporate authorities, can be given prior to signing, while CPs such as security by the target group can’t be given until completion (the documents can be
What is the effect of an unsigned section 42 notice seeking a lease extension? Is the notice deemed withdrawn or invalid? Any notice which is given by any tenants or tenant under Part I of the Leasehold, Reform, Housing and Urban Development Act 1993 (LRHUDA 1993) must be signed by or on behalf of each of the tenants, or (as the case may be) by or on behalf of the tenant, by whom it is given (LRHUDA 1993, s 99(5)). In Mannai v Eagle Star, the House of Lords upheld as valid a contractual break notice containing an obvious error on the ground that a reasonable recipient would not have been misled by the mistake. In the Court of Appeal case of York v Casey it was held that there was no material distinction between the approach to the validity of notices in a case involving a notice in a statutory context and the approach in Mannai in a contractual setting; as stated by Peter Gibson LJ:...
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Construction analysis: In this Insight, Shy Jackson considers the scope and implications of the parties’ obligation to work together in good faith under the Joint Contracts Tribunal (JCT) 2024 contracts.
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