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LPC Law Notes International Commercial Law Notes

Price Payment Delivery Notes

Updated Price Payment Delivery Notes

International Commercial Law Notes

International Commercial Law

Approximately 179 pages

A collection of the best notes for new University of Law module 'International Commercial Law' the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short, these are what we believe to be the strongest set of International Commercial Law notes available...

The following is a more accessible plain text extract of the PDF sample above, taken from our International Commercial Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

  • S8 SGA defines ‘price’ as:

  1. The price in a contract of sale may be fixed by the contract, or left to fix in a manner agreed by the contract, or determined by course of dealings;

  2. Where not determined, B must pay a reasonable price;

  3. Reasonable depends of circumstances of each case.

  • Basic provision: if parties fail to agree, fallback is that price will be reasonable

  • Better to agree price in order to avoid uncertainty

Agreeing price

SGA S8-9

  • Most circs, parties will agree price

  • Can be done in a number of ways:

  1. By fixed price list or quotation;

  2. Agreed during negotiation (shld be documented);

  3. Determined by a consistent course of dealing between parties;

  4. Price fixed by valuation of a third party (contract void if does not happen – s9)

International provisions
  • Article 55 CISG similar provision to s8- ‘the price generally charged for such goods sold under comparable circumstances in the trade concerned’.

  • PICC ‘price generally charged in comparable circumstances in the trade concerned’

  • UCC refers to ‘reasonable price’

Drafting considerations

Price lists & quotations:

  • Important to specify length of time for which quoted price or price list will remain valid

  • Specify what is included in price

Price escalation clauses:

  • If likely that costs of raw materials or labour will increase between signing contract and delivery, can include price escalation clause

  • Absent clause, S will not be able to change the price

  • B2B: clause subject to reasonableness test under s3 UCTA


  • Price taken to include VAT unless otherwise specified (VAT Act 1994, s19 (2))

  • If exclusive, must be expressly stated


Duty to pay the price -

SGA SS 27-28

  • Under s27 SGA, it is B’s duty to pay the price

  • Where contract provides for cash on delivery, B cannot claim possession unless it is able to pay in accordance with the contractual terms agreed

  • Only payment in full will discharge B’s liability (unless agreed otherwise)

International provisions
  • CISG: B’s obligation to pay (Art. 53)

  • UCC: obligation contained in Art 2-301

  • PICC no direct obligation but likely to be implied for sale transaction (Art 5.1.2)

drafting considerations

Time for payment:

  • SGA 28 states time for payment is when goods are delivered (unless agreed otherwise).

  • Where payment linked to invoice, Ps may wish to agree that:

  1. Payment is made in advance

  2. B is given a credit period (say 30 days from delivery of invoice) in which to pay

  • SGA 10 (1) unless expressly stated, time of payment not of the essence

  • Means failure to pay not breach of condition entitling S to treat contract as repudiated + sell goods elsewhere.; limits S’s right to price+damages for late payment.

Method of payment:

  • SGA 28 seller entitled be paid in cash (unless contrary agreement):

  1. If S accepts cheque, treated as conditional payment; if cheque not honoured, S may sue for price either as breach of SOG contract or on cheque being contract in itself; shld include provision that payment only occurs when cheque clears

  2. Payment by credit card usually treated as absolute payment; S cannot sue B

Late payment:

  • In absence of contrary agreement, damages payable for late payment by English courts:

  • Law (Reform) Miscellaneous Provisions Act 1934

  • Late Payment of Commercial Debts (Interest) Act 1998

  • Late Payment of Commercial Debts Regulations 2013

  • Contract should provide for late payment (n provision under SGA); not punitive but genuine estimate of loss

EU provisions

  • EU governed by Directive 2011/7/EU on Combating Late Payment in Commercial Transactions; only B2B; implied reference date for payment is 30 days; extension by agreement but absolute cap at 60 days; penalty interest 7% points above ECB

International provisions

  • CISG 58 unless agreed, B must pay when goods placed at disposal, subject to examination; no provision for method; interest payable for late payment (Art. 78)

  • UCC similar provision in Art 2-310;

  • PICC all obligations must take place simultaneously unless agreed otherwise (6.1.4); payment may be in any (ordinary) form and cheque conditional on being honoured (6.1.7)

  • PECL delivery should be rendered at same time as payment (7:104); payment may be ‘in any (ordinary) form and cheque conditional on being honoured (7:107);


Action for price:

  • SGA 49 unpaid S has right to sue for price

Right of resale:

  • SGA 48 (3) S has statutory right of resale where B fails to pay

  • Limited scope; advisable for S to reserve right in contract

  • SGA 61 (1) ‘voluntary transfer of possession from one person to another’

  • Legal not physical delivery (transportation): point in time + space at which parties have agreed that legal right to possession of goods passes from S to B

  • Delivery by S of goods to an independent carrier constitutes delivery to B (SGA 32(1))

Duty of S to deliver goods

UK provisions

  • SGA 27 duty of S to deliver goods

  • No general duty of S to transport goods to B; absent agreement, place of delivery is S’s place of business (SGA 29(2)

  • Goods must comply with contract (implied condts. under s12, 13, 14 & 15

  • Failure B can reject goods

International provisions

  • Mirror UK provisions

  • CISG 30

  • UCC 2-301;

  • No express delivery oblig. In PICC or PECL


UK provisions

  • Absent agreement, property passes when contract is made (SGA 18) (remember payment and delivery are ‘concurrent obligations’)

  • Absent agreement, risk passes with ownership (SGA 20)

Duty of S to deliver RIGHT quantity

UK provisions

  • S required to deliver right quantity:

  1. B may reject goods if less (30 (1))

  2. If greater, B may accept contract quantity + reject rest, or may reject whole (s30 (2)); if B accepts whole, must pay for excess at contract rate (s30 (3))

  3. B not obliged to accept delivery in instalments (30 (1))

International provisions

  • CISG delivery of wrong quantity amounts to delivering goods which don’t conform to contract; must be remedied w/in rble...

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