Sales contract meaning

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

This Checklist outlines the principal considerations when preparing a schedule to a business‑to‑business agreement. For further guidance on drafting commercial contracts, in general, see: Practice Note: Key terms and conditions in commercial contracts Practice Note: Structure and form of commercial contracts Commercial contract drafting and review-checklist Commercial contract review and execution (business personnel)-checklist What are schedules used for? Schedules to an agreement typically hold detailed information about particular aspects of the deal or deviations from a standard contract, and they commonly address commercial matters. These may cover pricing and charges, key personnel, service levels and service credits, technical specifications and statements of work (e.g. details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. In more intricate agreements, the appropriate commercial teams within the business often assume responsibility for schedules addressing commercial issues (with input from lawyers where required), as they...

Pre-emption period Ensure the agreement specifies a defined period during which the buyer enjoys the benefit of the right of pre-emption, with that entitlement confined to the stated timeframe. Trigger event Consider whether the event that obliges the seller to offer the property to the buyer (often captured by the definition of ‘Disposal’) is drawn too broadly. For example, will granting a lease at a rack rent set off the pre-emption right? Many sellers regard such lettings as simple upkeep of their investment in the property. Also think about carving out from ‘Disposal’ (or the pre-emption trigger) a contract for sale of the property that is conditional upon the right of pre-emption being exhausted. This can assist a landowner when concluding a sale with a third party, particularly where it is plain that the buyer has no intention of exercising the option. Avoid phrasing the trigger as arising when the seller ‘proposes to dispose’ of the property, as that may merely invite a dispute about precisely when...

Competition law issues Dynamic pricing describes a company varying its charges in response to shifting market factors, including spikes in demand. It is increasingly common across a range of industries, from hotels and airlines to Uber-style taxi services. While not inherently unlawful, it may infringe consumer protection or competition law (or the advertising rules) in particular situations. The principal legislation is the Consumer Protection from Unfair Trading Regulations 2008 (CPRUTR 2008), SI 2008/1277, which outlaws unfair commercial practices, such as misleading pricing. The CPRUTR 2008 will be repealed and replaced by the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) once the relevant provisions commence, carrying over very similar rules on unfair commercial practices. However, DMCCA 2024 grants the CMA stronger enforcement powers, increasing the risk for businesses. The Consumer Rights Act 2015 (CRA 2015), together with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134, also governs how pre-contract information is provided to consumers and what it must include. In addition, the advertising codes...

In this issue: Individual rights arising from union membership Pay Tax Prohibited conduct (discrimination etc) Diversity and gender pay gap Whistleblowing Bribery, modern slavery, tax evasion and fraud Employment Tribunals Wales IRLR Highlights—December 2024 Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Individual rights arising from union membership Supreme Court unanimously confirms that a trade union can rely on third party rights under C(RTP)A 1999 to secure a check-off term in an employment contract. In Secretary of State for the Department for Environment, Food and Rural Affairs v Public and Commercial Services Union [2024] UKSC 41, the Supreme Court—Lord Sales and Lady Rose delivering the principal judgment—allowed the Public and Commercial Services Union’s appeal. The Court held that the Union was entitled to invoke section 1 of the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) to enforce a provision...

Approach to Consumer Protection The CMA has indicated in its Approach to Consumer Protection that, over the first 12 months of the new regime, it will: home in on conduct causing the greatest possible harm to consumers and showing clear and obvious breaches of the new rules continue to give priority to areas of essential expenditure, supporting people who are facing pressure on household budgets undertake wide-ranging and ongoing engagement with businesses and produce further accessible guidance to help firms comply with the law The CMA will concentrate on what it deems the most egregious infringements of consumer law, such as: high-pressure sales tactics directly aimed at vulnerable consumers supplying consumers with information that is objectively untrue automatically unfair commercial practices, including the additional unfair practice of posting fake reviews fees that remain hidden until very late in the purchasing journey contract terms that are plainly one-sided and unfair, including those that impose unfair...

Updated in December 2025 Introduction Canada offers a steady, reliable and broad-based economy. It is the fourteenth-largest globally by total GDP, has a banking sector regarded as among the safest worldwide, and ranks within the top four G20 nations for ease of starting and running a business. Over the past decade, rapid expansion has created a strong operating climate, marked by the G-7’s lowest net debt-to-GDP and its most pro-business tax regime. With advantages including swift, dependable access to the vast North American marketplace via the United States–Mexico–Canada Agreement (CUSMA), modest operating costs and corporation tax, and a highly skilled, well-educated talent pool, Canada’s performance routinely surpasses that of many other industrialised economies. Businesses can be structured in several forms in Canada. This Practice Note sets out key issues a new business should weigh before commencing operations in Canada. It is not comprehensive; bespoke Canadian legal and tax advice should always be obtained before conducting business in Canada. Canada consists of ten provinces and three territories...

In most cases, the seller’s solicitors draw up the sale contract, and it can sometimes be issued as early as the heads of terms stage. The seller’s and buyer’s legal teams then settle the contract provisions, taking account of what the searches and enquiries reveal. Timing How long this phase takes is governed by a range of factors, such as any deadlines set in the heads of terms, the transaction’s size and complexity, and the extent of the buyer’s due diligence: if the buyer is waiting...

What is the difference between a sub-sale and an assignment? Sub-sale A sub-sale arises where A agrees to sell a property to B, but before B completes with A, B enters a separate contract to sell that same property on to C. Thus, there are two sale contracts concerning the single property (A–B and B–C). Completion can be achieved by: a single transfer from A straight to C, at B’s direction; or two transfers, first A to B, then B to C. Assignment An assignment occurs where A contracts to sell to B, and B assigns to C the benefit of that contract (but not its burdens). Completion then proceeds by one transfer only, from A to C. Assignment should be distinguished from novation. With a novation, A contracts with B, who then transfers (novates) both rights and obligations to C. This requires A’s consent. The effect is that C steps into B’s shoes, creating a direct contractual relationship...

[ Insert in para 8.2 of claim form ET1: ] The Respondent engaged the Claimant as a [ job title ]. She was based at the Respondent’s premises at [ insert address ], where she was one of only three women employed. [ It was an implied term of the Claimant’s employment contract that the Respondent would not behave in a way calculated or likely to erode the mutual trust and confidence between employer and employee. ] The Claimant contends that the Respondent subjected her to [ a course of ] discrimination, sex-related harassment, harassment of a sexual nature, and victimisation, which encompassed discriminatory and constructive unfair dismissal. On or around [ insert date ], her colleague, [ insert name ], asked her to send him certain sales reports. She informed [ insert name ] that she was in the process of compiling the figures and would supply the full report after lunch. He replied, ‘No need to bite my head off. Is it that...

Cancellation clauses—doorstep or distance sales contracts 1 Right to cancel 1.1 You are entitled to cancel this contract within 14 days without stating any reason. [ However, for certain goods you do not have the right to cancel, or you may lose that right in specific circumstances. This is explained further in clause 1.6 below. ] 1.2 [ The cancellation period will end 14 days after the day on which you receive, or a person you nominate receives, [ the goods OR the last good OR the last lot or piece OR the first good ] . OR 1.3 The cancellation period will end 14 days after the day on which you receive, or a person you nominate receives: 1.3.1 the goods (unless one of the options below applies to your order); or 1.3.2 the last good (if you ordered multiple goods in a single order and they are delivered separately); or 1.3.3 the last lot...

[ Insert in para 8.2 of claim form ET1: ] The Claimant is a woman employed by the Respondent at its establishment located at [ insert address ] in the capacity of a sales assistant position. The following are terms of the Claimant’s contract of employment as follows: 2.1 she was entitled to maternity-related pay for the period of her ordinary maternity leave and also at the rate of [ insert percentage ] of her normal pay, that normal pay being then calculated as at the date she commenced maternity leave; and 2.2 she was entitled to a bonus of [ insert method of calculation of bonus ] on sales she had achieved, with such bonus to be then calculated and paid [ insert details of when payment of bonus due ]. ...

Position where the contract for sale is silent in relation to environmental liabilities If a land sale contract says nothing about environmental liabilities, allocation of responsibility turns on various factors, including the nature of the liability, who caused or knowingly permitted the issue, and when it took place, depending on the circumstances in which it occurred. By way of illustration, there are several liability regimes for land contamination, including liability for contaminated land under Part IIA of the Environmental Protection Act 1990 (EPA 1990) (see Practice Note: Land contamination—potential liabilities). Under EPA 1990, Part IIA, liability is both strict and retrospective. Class A persons, namely those who cause or knowingly permit the contamination, will be liable...

Brexit—Commercial For help with your query, please refer to the following: Brexit—contract clauses and resources—checklist [Archived] Clause: Brexit—warranty for commercial contracts clause [Archived] Clause: Territory definition For additional guidance, see: Brexit collection...

The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134 (CCR 2013) apply to agreements between a trader and a consumer made on or after 13 June 2014. Under CCR 2013, SI 2013/3134, reg 5, three forms of contract are identified: off-premises contracts — regulation 5 sets out four types of off-premises contract distance contracts on-premises contracts — defined as neither off-premises nor distance, meaning a contract concluded at business premises Contracts are further classified, in reg 5, as: sales contracts service contracts digital content contracts CCR 2013 requires the trader to provide the consumer with specified information and, in certain situations, grants a right to cancel. Where a cancellation right exists, the information supplied must include a cancellation notice in the model form, or details of how the consumer can access that form...