Commercial clauses

Commercial clauses

This subtopic focuses on commercial clauses used in commercial business-to-business contracts. For general information on the form and structure of commercial contracts, see Practice Note: Structure and form of commercial contracts.

For information on definitions to use in commercial contracts, see: Definitions—overview. For information on business-to-business boilerplate, see: Boilerplate clauses—overview.

Purpose of commercial clauses

Commercial clauses are those operative provisions in business agreements which set out the balance of commercial risk agreed between the parties when fulfilling their primary obligations under the contract. They may be common to a wide variety of commercial contracts, but they are not considered to be boilerplate. Examples include limitation of liability, indemnities, and price and payment provisions.

Parties should always assess the suitability and enforceability of particular commercial clauses in the context of the contract they are negotiating. For example, a limitation on liability clause agreed between two parties with broadly equal bargaining power in a contract that has been individually negotiated may not be valid in another contract between a market leader using its standard terms.

Precedent commercial clauses

The Precedent commercial clauses available within this subtopic

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Commercial News

CMA publishes MoUs for digital markets regulatory coordination

The Competition and Markets Authority (CMA) has published four memoranda of understanding (MoUs) to formalise regulatory coordination with key UK authorities under the Digital Markets Competition Regime. The MoUs involve the ICO, the Bank of England and PRA, the FCA, and Ofcom. They outline collaboration frameworks for enforcing the Digital Markets Competition Regime and addressing shared responsibilities in overseeing digital markets, ensuring coherent approaches to regulation and compliance.

Commercial weekly highlights—19 December 2024

This week's edition of Commercial weekly highlights includes: analysis of the decision in Grain Communications v Shepherd Groundworks which considered whether an employer’s decision to postpone works was a valid exercise of its right to instruct variations or a breach of contract, announcement of the publication of the decision in Sea Consortium PTE Ltd (trading as X-Press Feeders) v Bengal Tiger Line PTE Ltd which considered whether slot charterers fell within the definition of ‘charterer’ in Article 1(2) of the Convention on Limitation of Liability for Maritime Claims 1976, and news that the Advertising Standards Authority has published its latest rulings.

The rise of dupe culture—the challenges for brand owners

IP analysis: Dupe culture is reshaping consumer behaviour, creating both challenges and opportunities for brands. By embracing innovation and engaging with consumers, brands can leverage this trend to strengthen their market position. In the face of growing demand for alternatives, the key lies in demonstrating why genuine products are worth the investment, whether through superior quality, ethical practices, or unmatched durability. Forward-thinking brands that adapt to this evolving landscape will not only withstand the rise of dupes but can thrive because of it. Written by Mark Kramer, partner, and Autumn Gibson, associate, at Potter Clarkson.

GCF introduces new Procurement Specific Questionnaire

The Government Commercial Function (GCF) has unveiled a new Procurement Specific Questionnaire as part of its Procurement Pathway service. This questionnaire is designed to replace the Standard Selection Questionnaire previously used under the Public Contracts Regulations 2015 (PCR). The new tool aims to streamline the procurement process by enabling contracting authorities to obtain core supplier information from a central digital platform, along with additional exclusions, debarment information, and details relating to conditions of participation. The questionnaire is applicable across various stages of the procurement process, including business need definition, finalising and publishing procurement packs, supplier engagement, selection and clarification and due diligence. This development represents a significant update to the UK's procurement procedures, potentially simplifying and enhancing the efficiency of the supplier selection process.