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PRICE, PAYMENT & DELIVERY THE PRICES8 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; DEFINITION (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
? Most circs, parties will agree price
? Can be done in a number of ways: AGREEING a) By fixed price list or quotation; PRICE b) Agreed during negotiation (shld be documented); c) Determined by a consistent course of dealing between parties; SGA S8-9 d) Price fixed by valuation of a third party (contract void if does not happen - s9)
? Article 55 CISG? similar provision to s8- 'the price generally charged for such INTERNATION goods sold under comparable circumstances in the trade concerned'. AL
? PICC? 'price generally charged in comparable circumstances in the trade PROVISIONS concerned'
? UCC? refers to 'reasonable price' 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: DRAFTING
? If likely that costs of raw materials or labour will increase between CONSIDERATI signing contract and delivery, can include price escalation clause ONS
? Absent clause, S will not be able to change the price
? B2B: clause subject to reasonableness test under s3 UCTA VAT:
? Price taken to include VAT unless otherwise specified (VAT Act 1994, s19 (2))
? If exclusive, must be expressly stated
PAYMENT DUTY TO PAY THE PRICE SGA SS 27-28 INTERNATION AL PROVISIONS DRAFTING CONSIDERATI ONS???
Time?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) 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) 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: a) Payment is made in advance b) 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
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