A more recent version of these Price Payment Delivery notes – written by Cambridge And Oxilp And College Of Law students – is available here.
The following is a more accessble 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:
ICL Work Shop 2
PRICE, PAYMENT & DELIVERY THE PRICE P.44 Definition (UK Provisions)Agreeing the price (UK provisions) S8 and s9
Drafting consideration s
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; (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 on a price the fallback provision is that the price will be a reasonable one. Better to agree price in order to avoid uncertainty. Most circumstances, the parties will agree the price. May be done in a number of ways: a) Use of price list or quotation; b) Agreed during negotiation; c) Determined by a consistent course of dealing between parties; d) Price fixed by valuation of a third party (s9- void if this doesn't happen). Article 55 Vienna Convention? similar provision to s8- 'the price generally charged for such goods sold under comparable circumstances in the trade concerned'. UNDROIT? 'price generally charged in comparable circumstances in the trade concerned'. The UCC? refers to 'reasonable price'. lists & quotations: Where this is the case, important to specify the length of time for which any quoted price or price list will remain valid. Specify what is included in the price. escalation clauses: If there is a likelihood that costs of raw materials or labour will increase between signing contract and delivery, can include a price escalation clause. In absence of such a clause, S will not be able to change the price. Will be subject to reasonableness under s3 UCTA.
VAT:Price taken to include VAT unless otherwise specified (VAT Act 1994, s19 (2)). If exclusive, must be expressly stated.
PAYMENT P.45 Duty to pay the price (UK provisions) Ss27-29 International provisions
Paymentdrafting consideration sUnder 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).
Art 54 Vienna Convention- B's obligation to pay; UCC- Obligation contained in Art 2-301. UNDROIT? no direct obligation to pay. However, likely to be construed as implied for a sale transaction (Art 5.1.2). Time for payment:
- S28 SGA? states time for payment is when goods are delivered (unless agreed otherwise).
- However, payment may be linked to the issue of an invoice. The Ps may
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