Essential Terms of Purchase Contracts

Course Title: Essential Terms of Purchase Contracts

Course Duration: 1 Day

Sample Course Outline:

Overview of UK law & applicability to B2B Contracts

Background and types of contract terms

Contract Functions

Contract Functions: Establishing the legal framework, risk allocation, planning & management, ownership & rights of use of contract outputs

Express and Implied Terms

a) Examples and their impact of B2B contracts.

b) Sale of Goods Act & Supply of Goods & Services Act.

c) Unfair Contract Terms

d) Maintaining cumulative rights

Standard terms and Conditions of Purchase for goods and services.

a) Advantages & Disadvantages of using standard conditions of Purchase.

Key Contract Clauses

Key Clauses – Risk Allocation

Ø  Being alert to and recognising the risk allocation/transfer in contracts

a) Acceptance & Rejection

b) Warranties, Indemnities and Liability Caps

c) Direct & Indirect Damages, Liquidated Damages and Force majeure

d) Termination for default & convenience

e) Insurances

Key Clauses - Ownership & Rights of use in contract outputs

Ø  Ensuring that the purchaser can use the output of the contract as planned.

a) Intellectual Property Rights – ownership & rights of use - Available protection under UK law.

b) Confidentiality agreements.

c) Some common mistakes

Key Clauses – Contract Planning & Management

Ø  Using contract conditions to assist the parties to achieve a successful contract outcome

a) Incentivisation – Monetary/Non-Monetary

b) Performance Monitoring of the purchaser & supplier

c) Managing Purchaser Dependencies

d) Dispute resolution

Key Clauses – Establishing the Legal Framework

Ø  Ensuring the contract terms can be exercised if required

a) General Boilerplate clauses

b) Applicable Law 

Contract Drafting & Development

a) Using standard clauses / bespoke contract development

b) Contract approval processes

c) Best Practice

Contract Negotiation

a) Pre and Post Contract Award negotiation