دانلود کتاب Commercial Contracts: A Practical Guide to Standard Terms

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Preface\nPreface to the First Edition\nAcknowledgments\nTable of Statutes\nTable of Statutory Instruments\nTable of Cases\nSection A: Commentary\n A1: Forming and Concluding a Contract\n At a glance\n Whether agreement has been reached\n Enforceability of incomplete contractual terms\n Effect of subsequent communications between parties and contractual enforceability\n An ‘agreement to agree’ provision\n Effect of waiver on mode of acceptance\n The position where an agreement is subject to consent being obtained\n Proper parties to the contract\n Implied terms\n The incorporation of contract terms\n Unusual or onerous terms\n The effect of express variation clauses\n The effect of signature\n The ‘battle of the forms’\n The relative importance of the contract terms\n Intermediate terms\n Contractual interpretation\n Signing a contract\n Checklist\n A2: Common and Specific Clauses and Terms\n At a glance\n Describing the goods or services\n Quality and fitness for purpose\n When not reasonably fit\n Goods supplied under the contract\n Where model seen or examined before contract\n Digital content\n Sales by sample\n Effect of slight breaches\n Passing of risk\n Passing of property\n Retention of title\n Varieties of retention clause\n Exclusion clauses and unfair terms\n The Unfair Contract Terms Act 1977\n The Consumer Rights Act 2015\n Penalty clauses\n Liquidated damages clauses\n Prepayments and forfeitures\n Limitation periods\n Excluding liability for misrepresentation\n Entire agreement and non-reliance clauses\n Frustration\n Third party rights\n Intellectual property rights\n Confidentiality, non-disclosure and trade secrets\n Notices\n Signature\n Proper law clauses\n Competition issues\n Checklist\n A3: Export Contracts – Special Issues\n At a glance\n Legislative framework\n Current strategic export control legislation\n UN embargoes\n Getting an export licence\n Checklist\n A4: Software Contracts – Special Issues\n At a glance\n Whether software is ‘goods’\n Consumer contracts\n Intellectual property\n Instructions for use\n Documentation\n Warranties and limitation of liability\n The legal status of guarantees\n Purchaser’s safeguard against intellectual property infringements\n Use and licence of software\n Acceptance tests\n Restrictions on use\n Confidentiality\n Source code escrow\n Training\n Patent/copyright indemnity\n Bespoke software\n Checklist\nSection B: Business-to-Business Contracts\n B1: Terms and Conditions for the Sale and Supply of Goods\n At a glance\n General\n Checklist\n Precedent – Terms and Conditions of Sale; Specimen Contract\n B2: Terms and Conditions of Purchase: buyer\n Checklist\n Precedent – Terms and Conditions of Purchase by buyer; Specimen Contract\n Other possible considerations\n B3: Licence of Computer Software – Buyer/Licensee\n At a glance\n Commentary\n Precedent – Licence of Computer Software and Purchase of Support Services\n Appendix 1\n Appendix 2\n Appendix 3\n B4: Professional Services Agreement – Supplier\n At a glance\n Commentary\n Precedent – Professional Services Agreement – Supplier\n Professional Services Agreement Reference\n B5: Professional Services Agreement – Buyer\n At a glance\n Commentary\n Precedent – Professional Services Agreement – Buyer\n Attachment 1\n Attachment 2\n Attachment 3\n Attachment 4\n Attachment 5\n B6: Terms and Conditions for Sale of Goods by Export – Supplier\n At a glance\n Commentary\n Precedent – Terms and Conditions for Sale of Goods by Export\n B7: Terms and Conditions for Purchase of Goods and Services by Import – Buyer\n At a glance\n Commentary\n Precedent – Terms and Conditions for Purchase of Goods and Services (Import)\nSection C: Business-to-Consumer Contracts\n C1: Consumer Contracts – Distance Selling\n At a glance\n Preliminary issues of incorporation and terminology\n Precedent – Specimen Distance Selling Contract\n Presentation of contract terms\n Using telephone calls to conclude a distance contract\n Confirming distance contracts\n Checklist\n C2: Hire Purchase Contracts\n At a glance\n Definition\n Hire purchase v conditional sale\n Regulated hire purchase agreements\n Creditworthiness\n Incorporating these further terms\n Owner’s obligations before termination\n When within the 2010 Regulations\n Hire Purchase Agreement regulated by the Consumer Credit Act 1974\n Unregulated hire purchase agreements\n Conditional sale agreements\n C3: Online Terms and Conditions of Sale\n At a glance\n Excepted contracts\n Distance selling\n Special provisions as to the supply of services\n Checklist\n C4: Online Terms and Conditions for the Supply of Software\n At a glance\n Issues\n Contract terms required by the Regulations\n Rights and remedies under the Consumer Rights Act 2015\n Precedent – Standard Internet Contract for Software\n Checklist\nIndex