Lecture notes
Commercial Law and Practice LG01 D3
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- Commercial Law and Practice
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- City University (City)
Commercial Law and practice LG01 document D3
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LEGAL PRACTICE COURSECity, University of
London
Commercial Law and Practice
Sample Conditions of Sale and Conditions of Purchase
Note: Please ignore the cross-references appearing in bold in the right-hand column, as these refer to
the book in which these sample conditions of sale and conditions of purchase originally appeared.
© JR Bradgate and F. White 2012
docs_252783997.docx 1/13 © City, University of London 2020
, LEGAL PRACTICE COURSE
Standard terms of trading 227
Phil's Fashions Ltd
Terms of Sale
Clauses Comment
1. Scope of Contract
1.1 The terms set out overleaf and below, 1.1 This term seeks to define the contract and
together with any specification referred to ensure that other statements do not have legal
overleaf, comprise all the terms of the contract effect. Such statements might otherwise be
between the Seller and the Buyer. No other terms of the contract (subject to the parole
statement, written or oral, including statements evidence rule) or take effect as
in any brochure or promotional literature of the misrepresentations or collateral contracts. In so
Seller, shall be incorporated into the contract or far as this term prevents statements having effect
have any legal effect. as representations it may be subject to a test of
reasonableness under Misrepresentation Act
1967, s. 3 (see 3.4.3.2).
The contract will contain a specification which
will define the goods to be supplied. (A
provision such as this would almost certainly be
considered unfair in a contract with a
consumer.)
1.2 The terms set out below shall prevail over
any terms put forward by the Buyer and 1.2 This term is included in an attempt to
[except as provided for in 1.3 below] no pre vent Phil's Fashions losing the battle of
conduct of forms: see 2.6.2 .5.
the Seller shall constitute acceptance of any
terms put forward by the Buyer unless the Seller
expressly agrees to them in writing signed by its
duly authorised agent.
1.3 This term limits the authority of
1.3 No employee or agent of the Seller has employees to make statements binding on
any authority to vary these terms orally or to Phil's Fashions, and supplements the
make any representation on behalf of the preceding terms. In so far as, by limiting the
Seller as authority employees would otherwise have,
to their effect. No addition to or variation of the term prevents statements having effect as
these terms shall be binding on the Seller un terms or representations it may be subject to a
less in writing signed by the Seller's Marketing test of reasonableness under UCTA 1977 or
Manager. Misrepresentation Act 1967 .
The term· also seeks to ensure that Phil's is not
bound by employees' statements as to the
meaning of the contract: such statements might
otherwise give rise to an estoppel. If such a term
is included it is important that it also indicate
which employees do have authority to bind the
business. Such a clause would almost certainly
be open to challenge as unfair if included in a
contract with a consumer.
2. Delivery 2.1 This clause places the burden of taking
2.1 Unless otherwise agreed and stated overleaf delivery on the buyer. This may be onerous:
the price agreed for the goods is for delivery ex a seller may often be willing to undertake to
works and it shall be the Buyer's duty to take deliver the goods at the buyer's premises
delivery of the goods at the Seller's premises. (see 11.2.2).
2.2 A clause such as this must be included if
2.2 When the goods are ready for delivery the the contract requires the buyer to collect the
Seller will give the Buyer notice of readiness for goods, to ensure that the consequences of the
collection. It is a condition of this contract that buyer's failure to collect the goods are defined.
the Buyer shall then within seven days of 'Condition' is defined in Clause 9.
service of that notice either:
(a) collect the goods or
(b) give the Seller instructions for their
228 Standard terms of trading
docs_252783997.docx 2/13 © City, University of London 2020
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