Standard Terms And Conditions Minimising Risk And Ensuring Success This course can be presented in-house for you on a date of your choosing

Transcription

1 Standard Terms And Conditions Minimising Risk And Ensuring Success This course can be presented in-house for you on a date of your choosing The Banking and Corporate Finance Training Specialist

2 Course Objectives Participants will Learn about key standard terms and conditions such as subject to contract and the intention to create legal relations Appreciate which terms one is contracting on Understand Course exactly Overview what is meant by express terms, implied terms and how the latter can be excluded See how the price is calculated and how set off may be applied Gain a full appreciation of intellectual property rights, including copyrights, patents and trade marks Master the performance aspects delivery, retention of title, force majeure and frustration Learn the circumstances under which liability may be excluded Get to grips with the key issues surrounding dispute resolution and governing law Background of the trainer The trainer is an international lawyer and corporate educator on commerce and finance law and professional business skills and management. He was formerly a partner and Head of International Commercial Law at KPMG Legal globally and Masons (now Pinsent Masons). He has been listed in the independent Chambers Global: The World s Leading Lawyers as an expert in investment law and regulations, where he is described by peers and clients as a strong commercial thinker. He concentrates on UK and international investment, M&A, private equity, energy, corporate and commercial law in developed and emerging markets, and also facilitates training in international professional management and skills. He advises a range of international organisations. In addition to being a corporate educator he sits as a non-executive director in the private and public sector. Course Content Introduction Transacting on Standard T and C s Questions to ask Incorporation Formation of contract Subject to Contract Intention to Create Legal Relations Which Terms Are You Contracting On? The Battle of the Forms How to ensure your terms are used Terms on the back of a Purchase Order Acceptance by conduct

3 Drafting, additions and Amendments Definitions Express terms Implied terms - Sale of Goods Act 1979, Sale of Goods and Services Act 1994 Excluding Implied Terms Unfair Contract Terms Act 1977 Minimising/Controlling the right to amend Entire agreement clause Pointers Price, Payment and Set Off How is it calculated What is included in the pricre When is the price to be paid Set Off Review Intellectual Property Rights IP Quiz Design right Copyright Patent Know How Trade Marks Performance Delivery, Retention of Title, Force Majeure, Frustration Who has to deliver When does risk pass? Different types of retention of tile clauses Force majeure is you r clause up to date Frustration of the contract Exclusion and Limitation of Liability, Liquidated and Ascertained Damages Exclusion of liability does the law prevent it in your contract - Unfair Contract Terms Act 1977 Limitation of liability Direct loss Indirect loss Consequential loss Key pointers to drafting and amending Liquidated and Ascertained Damages and Penalties Dispute Resolution and Governing Law Mediation ADR Arbitration Litigation Selecting a governing law Clinic

4 Considering participants Standard Terms & Conditions and specific questions they have and pointers to improvement Course Summary Standard T & C s are critical and interdependent with commercial relations. They can enhance value between parties or destroy long held profitable relations invested in over time. However, they are usually given a low priority and only looked at when a dispute arises. We will look at how to use Standard T & C s to create and sustain profitable relationships with customers and suppliers. Experience shows that there is all too often a disconnect between the sales and legal/contracts/compliance department which results in using T & C s that are out of date, copied from those of a competitor, staff not following procedures all creating risk. Often, without knowing your company may even not have contracted on their T & C s but their counterparty s this is all too common. By the end of the course participants shall be able to ensure an agreement that is more favourable to their company that creates certainty and minimises the chances of legal disputes. For negotiations it will help you to identify your options - target, realistic, fallback and walk-away. You will learn how to review a set of simple or complex Standard Terms & Conditions with a checklist of pointers. Review the '7 Essentials' of a valid contract and what happens if one is missing. The day will cover how to ensure you contract on your (more favourable) terms and not your counterparty s. Cover the Battle of the Forms, Price and Performance and Intellectual Property Rights. Also, there will be a practical session on the key statutes that have a significant bearing on Standard T & C s - the Sale of Goods Act 1979, the Sale of Goods and Services Act 1994, and the terms they imply into your Standard T & C s. Also, the Unfair Contract Terms Act 1977, which has a direct and onerous impact on whether you can exclude liability. If you already have Standard T & C s you will learn whether and how they can be amended. Moving from price clauses as to delivery, performance, Force Majeure and why they require regular review as the context of commerce constantly changes such as Brexit. To protect goods against payment it will look at Retention of Title or Romalpa clauses. What 'Damages' might you or your counterparty have to pay, whether you have a valid Liquidated Damages clause.

5 At the end of the course participants will be able to avoid mis - matched expectations to deepen and sustain profitable commercial relationships. During the course participants will look at case studies, sample documents and receive checklists to assist them during and after the course as they apply the learnings in their everyday work. Who Should Attend: Contract and Procurement Staff Legal and compliance Sales professionals Business development managers In-house legal counsel Contract managers Legal advisors and consultants Commercial Directors Legal support Finance directors and financial controllers Business development managers What Redcliffe s clients are saying about the course and our trainer Excellent knowledge of the presenter Examples and tailoring sections to our needs The course content and examples provided were excellent