Terms and Conditions of Contract Boilerplate / Core Clauses

These clauses are of use as standard or what is known as “boiler plate” clauses in many forms of commercial contract such as distribution agreements and contracts for the supply of goods and/or services.

Information about Terms and Conditions of Contract Boilerplate / Core Clauses

They are not the substantive clauses in a contract such as A sells good to B or the warranties and obligations of the parties. They are the additional provisions which usually appear at the end of an agreement. Users also need all the material principal provisions of an agreement too. Care should be taken in preparing a contract containing all or any of these clauses that they are compatible with the remainder of the contract and legal advice should be taken specific to individual circumstances. They are applicable to the law of England and Wales. For Scotland or other jurisdictions local law advice is needed. The clauses aim to be balanced between supplier and purchaser. If instead a party wants a set of clauses more to the disadvantage of the other party these should be modified so there is a negotiating position to move to rather than acceptance of the terms as they are.

A firm that resells to a third party goods that it has bought from another supplier could be left exposed to risk of legal challenge. Such a challenge might emanate from the original supplier if the reseller's core boilerplate clauses do not accurately reflect those of the original supplier. Such a position might also be the case with a firm that provides a service, say consultancy, which includes the intellectual property owned and provided to it by the original service provider

The clauses do not include provisions concerning quality of the goods or services, warranties and the obligations of the supplier and purchaser which will vary from contract to contract nor exclusion and limitation of liability which need particular care in drafting and not as such boilerplate or core clauses, although of equal importance.

© 1999 – 2006 Chartered Institute of Purchasing & Supply
Revised March 2006 Susan Singleton, www.singlelaw.com

The clauses are the copyright of the Chartered Institute of Purchasing & Supply which licenses its members to use them in support of their employment.

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