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    © All Rights Reserved
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    20 views2 pages

    English in Use - Contract Clauses

    Uploaded by

    Sofia Lucas

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 2
    35) Exclusion, limitation and standard clauses some 16 Exclusion and limitation clauses Commercial contraces may seek to exclude lability for specific categories of damage and wo limit liability for breach of contract. For example: 10.2.5 The Company will he under no liability for any defect arising or introduced by a Buyer in the course of storage or handling of the products where that Buyer acts as agent or distributor of the Company's products 10.3. ‘The Company shall not be liable whatsoever for any consequential or indirect loss suffered by the Buyer whether this loss arises irom breach of duty in contiact or tort or in any other vay (inchading toss arising from ihe Company's negligence). Non-exhaustive illustrations Of consequential or indirect loss would be: loss of profits, loss of contracts; loss of goodwill: damage to property of the Buyer or anyone else, and personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company's negligence) Parties assume that the terms of an exclusion clause will be binding, if they are contained within a signed written contract. However, legislation imposes limits on the use of unfair contract terms, One of the wo parties may have greater bargaining power than the other ‘or may try to bring conditions into the coneraet whose significance is not realised by the other party. Disputes arise around clauses which purpart to, that is, intend co, limit or exclude obligations attaching to parties to the contract. Courts are generally called upon to construc, or interpret, the meaning of such clauses, Note: damage ~ harm done to objects and property; damages ~ money claimed in compensation ‘or harmn done non-exhaustive illustrations ~ an incomplete list of examples Standard clauses Standard clauses most agreement: also known as boiler-plate clauses, ave genecally towards the end of d frequently include the fallowing: A force majeure clause, which aims to release parties from liability for named risks outside their reasonable control. Non-cxhaustive examples are: acts of God, fire, Hood, earthquake, war riot, explosion, breakdown of machinery, strikes, and lockouts. @ A time of the essence clase, which makes it clear whether or not the time limits contained in a contract are essential conditions @ An assignment clause, which sets out the parties’ rights to transfer or assign contractual rights to third parties and any need for prior written consent. @ A severance clause, which provides that the other parts of am agreement continue to be in force in the event that some of the provisions are held illegal or unenforceable. ‘@ A choice of governing law and jurisdiction clause, which specifies the jurisdiction and law which will govern and eonsteue the contract in the event of a dispute. ww A language clause, which specifies the language which will prevail ifthe contract is swanslated, Br€: boiler-plate; Ame: boilerplate Professional English in Use Low 35.1 Replace the underlined words and phrases in the exclusion clause below with alternative words and phrases from A opposite, There is more than one possibility for one of the answers. 9.4. Except as provided in Condition 8.3, the economic loss, loss of profits, loss of Seller will (1) not bear responsibility to business, loss of (7) good reputation and the Buyer (2) atall (whether in contract, like loss) (8) eaused by or in connection tort (including (3) ness), breach with of statutory (4) obligation or otherwise) 9.4.1 any (9) failure of any of the express or for any (5) harm or for any direct, indirect implied terms of the Contract by the or (6) resulting loss (all three of which Seller: ‘terms inclide, but are not limited to, pure 35.2 Complete the standard clauses below. Look at B opposite ro help you. Pay attention to the grammatical context. The Company shall not be liable for any failure to deliver the Goods arising from circumstances Time for payment shall be The contract between the Buyer and the Seller for the sale of Goods shall not be transferred, without the - of the Seller. 4 This Agreement shall he governed by and ........--..- in accordance with the law of England and the parties hereby submit to the exclusive... f the English courts. 5 if any provision of these Conditions is held by any competent authority to be invalid or

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