Supply of Goods and Services

This Practice Note discusses the buyer's rights under the Uniform Commercial Code (UCC) to accept,  reject and revoke its acceptance of the seller's delivery or tender of goods.

A practice note explaining where to find EU law content from a topic page.

This Note provides an overview of a payment method, known as a commercial letter of credit or documentary letter of credit, often used in international transactions for the sale of goods. It focuses on the basic letter of credit process involving an applicant, a beneficiary and an issuing bank. It also addresses more complex letter of credit arrangements involving an advising bank, a confirming bank and a negotiating bank.

This Note explains and offers guidance on the diligence required by the Securities and Exchange Commission's final rule (Rule 13p-1 under the Exchange Act) implementing Section 1502 of the Dodd-Frank Act, the conflict minerals provision.

This Note identifies and discusses resources that may assist companies in their conflict minerals rule compliance programs. It is a companion resource to Practice Note, Conflict Minerals Diligence, which explains the diligence and disclosure required by Rule 13p-1 under the Exchange Act, the SEC rule implementing Section 1502 of the Dodd-Frank Act.

This Practice Note discusses corporate social responsibility (CSR) trends affecting the supply chain. This Note defines CSR, describes why CSR should be important to companies, identifies relevant CSR legislation and outlines the different approaches that companies can take to address CSR in their supply chains.

This Practice Note discusses delivery provisions in a sale of goods transaction under Article 2 of the Uniform Commercial Code (UCC). It explains the concepts of tender of delivery by the seller and taking delivery by the buyer under the UCC's default provisions and how they can be varied by contract.  This Practice Note also reviews shipment contracts, destination contracts and shipping terms such as FOB (free on board) and EXW (ex works).

This Note provides an overview of the laws governing the relationship between a supplier and distributor and discusses the key issues to consider when setting up a distribution arrangement.

A practice note providing guidance on drafting, negotiating and using business-to-business terms and conditions for the supply of goods. This note considers both pro-supplier and pro-customer terms and conditions.

This Practice Note includes a diagram to show how common equipment leases, including Uniform Commercial Code (UCC) leases, UCC finance leases, true tax leases, operating leases, capital leases, TRAC leases, synthetic leases and leveraged leases are likely to be categorized as true or non-true leases under the UCC.

This Note discusses the various types of express warranties and implied warranties provided under Uniform Commercial Code (UCC) Article 2A by lessors to lessees in equipment leases, including the implied warranties of merchantability and fitness for a particular purpose, the implied warranty against infringement, and the implied warranty against interference. This Note also contains an overview comparing the implied warranties of a seller in a UCC Article 2 sale with the implied warranties of a lessor in a UCC Article 2A lease.

Note providing an overview of the antiboycott laws enforced by the US Commerce Department and Internal Revenue Service, including Section 8 of the Export Administration Act and the Ribicoff Amendment to the 1976 Tax Reform Act (codified in Section 999 of the Internal Revenue Code). Together, these laws encourage, and in some cases, require US individuals and companies to refuse to participate in or cooperate with foreign boycotts that are not sanctioned by the US government, for example, the Arab League boycott of Israel. These laws also contain significant reporting requirements, and impose significant criminal, civil and tax penalties for non-compliance.

A Note explaining the independent contractor classification, including the benefits of the classification and the penalties for misclassification. This note addresses federal law. For information on state law requirements, see the State Q&A Tools under Related Content to the right.

This practice note summarises the obligations imposed on businesses in the services sector by the Provision of Services Regulations 2009 (SI 2009/2999), in particular the obligations relating to the provision of information and complaints handling, and the obligation not to discriminate against customers on the basis of place of residence.

This Note discusses requirements contracts under Article 2 of the Uniform Commercial Code (UCC), including mutuality of obligation, exclusivity, good faith and reasonableness requirements. In a requirements contract, the parties agree that the buyer is obligated to purchase its requirements of goods exclusively from the seller. This is different than an output contract, in which the parties agree that the buyer is obligated to purchase the seller's entire output of the goods.

Practice Note discussing select causes of disputes and other liabilities that parties commonly overlook when drafting, negotiating and executing their sale of goods agreement. This Note describes certain steps buyers and sellers can take to avoid, identify and mitigate troubled manufacturing, supply and other sales contracts. This Note relates only to business-to-business transactions, and does not present a comprehensive list of all possible contracting pitfalls. It is merely a guide to assist parties to avoid critical, but commonly overlooked, areas of liability in sale of goods transactions. This resource includes drafting and negotiating tips.

This practice note summarises the key provisions of the Directive 2006/123/EC on services in the internal market (Services Directive). For information on The Provision of Services Regulations 2009 (SI 2009/2999), which implement the Services Directive in the UK, see Practice note, Provision of Services Regulations 2009: implications for businesses.

This Practice Note gives a broad overview of the commercial supply chain. It covers the types of supply chains, the manufacturers, distributors and other supply chain participants and common supply chain activities. This Note also discusses distribution channels (often called marketing channels), including the types of distribution channels and the methods of distribution within these channels. Finally, it gives a brief overview of key supply chain legal issues.

France-specific information concerning the key legal and commercial issues to be considered when drafting a supply contract.

Italy-specific information concerning the key legal and commercial issues to be considered when drafting a supply contract.

An overview of the Franchise Rule, the federal law governing franchises in the US, and the disclosure requirements that it imposes on franchisors in the US.  This Practice Note addresses the scope of the Franchise Rule and its interaction with state franchising laws, discusses the franchise disclosure document (FDD) that a franchisor must provide to prospective franchisees and explains each item of information that an FDD must include.

A note considering the circumstances in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. In particular, the note deals with standard (business) transfers, service provision changes, cross-border transfers, public sector transfers and limiting the effect of TUPE.

This Practice Note discusses the treatment of express warranties under Article 2 of the Uniform Commercial Code (UCC).  It explains how express warranties are created under Article 2. It also contains pro-buyer considerations about how to include express warranties in a written agreement and conversely, pro-seller considerations about how to limit and disclaim them.

A Practice Note containing an overview of the issues to consider when determining whether the UN Convention on Contracts for the International Sale of Goods (CISG) applies and, if it does, whether and how to opt out of the CISG. The Note also includes a summary comparison of the CISG and the Uniform Commercial Code (UCC).

Value added tax (VAT) is a tax on supplies of goods and services made by a taxable person in the course or furtherance of a business. It is administered by HM Revenue & Customs. This note covers the VAT position on standard-rated supplies, exempt supplies, zero-rated supplies and supplies that are outside the scope of VAT.