Understanding Contracts 6B

The part of a contract that sets out the most important things that the parties have agreed to do under the contract.

The part of a contract that gives the background information to the contract. It often states why the parties are entering into an agreement.

The part of the contract that gives a precise explanation of how the parties will interpret certain words used in the contract.

An extra document that is attached to the contract giving information that is too detailed to be included in the body of the contract.

The part of the contract containing the names of the people or companies who are entering into the contract.

The part of the contract that gives a specific time and date for when certain obligations must be carried out. It might also specify where these obligations will be carried out.

A contract will always name the … to the agreement. It is necessary to identify the parties so that everyone concerned is sure who the agreement is between. The addresses of the … are usually included. This is important in case you want to serve a notice on the other party. With a company it is usual to give the address of its registered office, which is often not the same as the business address.

Most contracts include a … section, although many lawyers say it is not absolutely necessary. The … give the background information to the contract. It is useful because it usually says why the parties are entering into the contract. The … often start with the word WHEREAS and in some contracts every sentence in the recitals will begin with the word WHEREAS. It is a very old-fashioned word meaning something like 'Taking the following facts into consideration' or 'The situation is as follows'.

This AGREEMENT is made on this third day of April 20XX

between

CLADDAGH FURNITURE & DÉCOR Ltd a company incorporated in Ireland under number 1000576 having its registered office at 30 King Charles Crescent, Galway City, Republic of Ireland hereinafter … to as 'the Supplier', …

ALL THINGS IRISH Ltd a company incorporated in England under number 2297103 having its registered office at 1 Montgomery Square, Birmingham, England hereinafter referred to as 'the …’

RECITALS

WHEREAS the Supplier is … in the manufacture and distribution of handmade furniture and various other household goods for sale and distribution to retailers

WHEREAS the Buyer is a … who operates a chain of retail outlets around the UK and wishes to purchase a selection of furniture and other goods from the Supplier for sale to the public via said outlets

WHEREAS the Supplier agrees to supply specified furniture and other goods to the Buyer … to the terms and conditions set out in this Agreement.

People or companies who sell things in their shops directly to the public.

Written.

Runs or manages a business.

A number of shops or offices run by the same business or company.

To be formed into a registered company.

Later in this document.

To make or produce something.

Somewhere where goods or services are sold, such as shops.

Already mentioned.

This AGREEMENT is made … this eleventh day of August 20XX between

• COMPUHIRE Ltd a company incorporated … in England under number 9998113 having its registered office … 55 Maple Court Lane, Manchester, England hereinafter referred to s 'the Owner' and

• ONLINE COUNTRY GIFTS Ltd a company incorporated in England under number 7890123 having its registered office at 60 Vale Arbour, Birmingham, England hereinafter referred to as 'the Hirer'

RECITALS

• WHEREAS the Owner is engaged in the hire and maintenance … office computer systems to online business operations

• WHEREAS the Hirer is a business which operates an online gift purchasing facility for use … the general public

• WHEREAS the Owner agrees to supply specified computer hire and maintenance services to the Hirer subject … the terms and conditions set out in this Agreement.

The company was incorporated in 2006 and has its … office at 10 Admiralty Square, London.

The Distributor agrees to the terms and conditions …in this agreement.

COMPUHIRE is … known as 'the Owner'.

He runs a … of 15 retail outlets in the south of England.

 In the recitals section of a contract you often see at least one sentence beginning with the word …

The Hirer is … in the business of the distribution of educational textbooks.

To … notice/a notice on someone

To … a contract (przystąpić do)

To … a business (prowadzić)

The terms and conditions … in an agreement

To … an obligation

To … an agreement

To be … a particular business/occupation

The parties … an agreement/contract

Subject … terms and conditions

To suggest an amendment … a document

To enter … a contract

An agreement … two parties

To draw someone's attention … something

The agreement dated 5 March 2007 entered into between the Company and the Buyer to supply goods/services to the Buyer.

The person/company or the person's/company's servants or agents purchasing goods/services from the Company.

Any goods/services that are the subject of this contract and shall include components and any part(s) of components supplied and any materials incorporated in them.

THE ANNE HARTIS COOKIE COMPANY LTD, of 25 Station Lane, Cuthbert Road, Durham DH15 8HK

The word … means an employee who has a contract of employment with your company. A good example of the legal meaning of the word '…' would be a '…' of a university. This would include any … who has a contract to work for the university but not, for example, a visiting … who was paid a fee to give a talk to the students.

The word … means a person who the party to the contract, known as the … or the master, trusts to act on his behalf when dealing with a third party.

… these terms and conditions the following words shall have the following meanings:

'the Supplier' means Peterson Electrics Ltd trading under the title appearing on any invoice … the Goods

'the Goods' means any product, articles or things supplied by or subject to negotiations for supply … the Supplier … the Buyer

'the Buyer' means any corporate entity, firm or person to whom the Supplier supplies or … whom the Supplier enters negotiations for the supply … Goods.

If the word he/him/man is used in this contract, that word also means she/her/woman.

If the contract refers to one of something, such as a component of a machine, that word includes components - the contract doesn't need to use both words each time that term is used.

The title of a contract clause, for example, payment terms or termination is not included as part of the terms and conditions of the contract.

Every time one of the parties to the contract is mentioned, for example, the Company, the name of that party will be understood to include all of that party's employees.

To provide a … of a word

To be the subject … a contract

To refer … something

To supply goods/services … someone

To be a person who is … a contract of employment/service

To work … a company or organisation

To act … behalf of someone else

To trade … a particular name

Goods/services supplied … a company

To be subject … something

To be entrusted … doing something or dealing with a person

The people who are authorised on behalf of a principal (one of the parties to the contract)

To be given something in the correct way of using the correct procedure

Employees

Of this contract

The amounts of money

Areas

In these conditions, unless a … intention appears, a reference to the singular includes a reference to the plural.

Any reference to the Company shall include all authorised sub-contractors, … or agents of the Company

Throughout this agreement … such as 'NOTICE' or 'TERMINATION' are for referenceonly and do not form part of the contract.

An agent usually works on behalf of one of the parties to the contract. This party is known as the agent's …

 She is an expert in her … of law, which is the protection of intellectual chosen property rights.

A person who pays money in exchange for permission to use something for a certain period of time.

A document attached to a contract. It forms part of the contract and contains specific information about what the parties are agreeing to do.

Written or stated.

A building or a part of a building that is used for something in particular.

An amount of money.

What the parties exchange under the contract, such as goods, services or money.

To this contract.

By this contract.

Later in this document.

To …  a party or an event somewhere

… consideration … something

To get to a place … a certain route

… exchange … something

To agree to do something/exchange something … a contract

To do something … certain hours or days

To ensure that during the aforesaid period of occupation the Hired Premises shall be heated and lighted by means of existing or additional heating and lighting apparatus.

To deposit with the manager at least seven days prior to the execution of this agreement the sum of £1000 to be applied in case of any damage to the Hired Premises howsoever caused.

At the expiration of the period of occupation to remove any property including that belonging to any servants or agents and to leave the Hired Premises in a clean and orderly condition.

To have available on the Hired Premises adequate staff to serve the needs of the occupiers of the Hired Premises.

In any way

Used

Performance/the parties carrying out their obligations

End

Already mentioned

Leave, put, give

Duration

Total

Faulty

Obtaining or purchase

Year

During the Term … this Agreement the Customer shall:

Make available to TECH1 Consulting free of any charge whatsoever any operating manuals, program information or any other technical information required … Consulting to perform its duties under this Agreement TECH1

Where possible to provide TECH1 Consulting with staff familiar … the Customer's programs databases and computer records in order to co-operate in the diagnosis of any malfunction or fault in the system.

The initial monthly charge for this contract is 450$ … monthly in advance

The charge table below will be … annually

30 days’ notice of any … in charges will be given

… equipment or goods

To do something … certain means

To have/perform duties … an agreement/contract

… the term of an agreement

To advise/enquire … to the reason for something

To be … the premises

To be inclusive … something

To do something in … writing

The be the hirer … something

Pay for something … advance

COMMENCEMENT AND DURATION

• The Builder shall commence the Building Work … 25 April 20XX.

• The Builder shall complete the Building Work … 20 December 20XX at the very latest or suffer the late completion penalty stated in Schedule B hereto.

PRICE AND PAYMENT ARRANGEMENTS

• The Company shall pay the Builder the sum agreed in Schedule B hereto.

• The Builder shall invoice the Company … the end … every quarterly period … the Date of Commencement. … no event shall any payment be made prior to the Date of Commencement.

• The Company shall pay the Builder the amounts invoiced … 30 days of receipt of the Builder's invoice.

During the … of this agreement the Customer shall pay £500 per month to the Company.

The building specifications for the Work are listed in … A hereto.

In … of the sum stated in clause 8 below the Hirer is hereby authorised to use the Premises between 8pm and 1am.

 I am returning the goods to you because none of them work properly. Every computer that you provided is …

Please … the sum of £300 at least seven days prior to the execution of this agreement. The sum is returnable if there is no damage to the premises at the end of the agreement.

The … agree that all dates … in this Agreement regarding delivery, completion and payment are a … part of the Agreement. Failure by either party to … with the dates shall amount to a fundamental breach of this Agreement. In the … that either party agrees to a later date this will not entitle the defaulting party to consider that any subsequent date may also be delayed and such dates will remain of the … in this Agreement.

A term known as an 'Incoterm'. An Incoterm is a term used in international trade contracts and its meaning is internationally agreed. The term '…' is only used in contracts for shipping. It means that the seller of the goods is liable for them until the moment the goods pass over the rail of the ship when they are being loaded. From the moment the goods pass over the rail they become the buyer's liability.

The … shall only accept … for non-delivery of any item listed in the delivery note and/or damage to the Goods caused in transit provided that written … is provided to the Seller within 7 days of … of the Goods by the Customer.

The Seller shall at its sole … repair or replace the Goods lost or damaged prior to … to the Customer.

The delivery date provided … the Seller is …guidance only and is subject to final confirmation by the Seller. Delivery times and/or dates shall not be … the essence of the Agreement. The Seller shall not be liable for any loss or damage … the Buyer arising … late delivery or failure to deliver. The Buyer shall notify the Seller in writing … 14 days of delivery of any claim in respect of deficit or damage in respect of the Goods that form the delivery.

The Company shall … of transit including shipping costs, import/export duties, storage, customs duties, security checks and any other cost … compliance with the laws of any country.

… the Company fails to deliver the Goods in accordance with the terms of this Agreement the Customer shall have the right to terminate this Agreement forthwith in writing and no further obligations shall … the Customer. In the event that this Agreement is terminated on the grounds of non-delivery the Company shall be liable to the Customer for all direct loss … as a result.

The Company will replace free of charge any Goods proved to the satisfaction of the Company to have been camaged in transit provided that the Customer provides notification in writing of any such damage within … of the Goods.

Any costs incurred in the transport of the Goods will be … by the Seller.

The Seller acknowledges that it will be … for any and all export duty.

The Seller shall at its sole … repair or replace Goods lost or damaged prior to delivery to the Customer

The carriage and transport of the Goods by ship shall be free on

The Seller shall replace free of charge any Goods damaged in … provided that the Customer provides notification of any such damage in writing within three working days of receipt.

To … a deadline

A … date

To … with laws/regulations/rules

To … an obligation

To b… a cost

To … to an agreement

To i… a cost

To … goods onto a ship/plane/lorry

To be in … of contract

Failure … either party to do something

To be … board a ship

To agree … something

Transport … goods

The costs incurred … doing something

To be liable … something

Damage caused to goods … transit

To be … guidance

Arising … an event

To do something … a certain time period

The Owner agrees to supply Equipment to the Hirer subject to the terms and conditions ... in this Agreement.

A commercial contract will usually provide one of the parties with an address at which any notices must be … upon the other party.

Each party should think very carefully before …  into a contract, as it will give rise to binding duties and obligations.

Your client failed to … his obligations under the contract, in that he did not do as he promised

The electrical goods that you provided to my client did not work properly. As the whole batch of goods was … my client returned them to you without delay.

My boss has …  a very strict deadline to finish this work. He wants it on his desk by 5pm

Does this agreement … with contract law in your country? Or is it contrary to the law in some way?

In clause 11 of this contract your client expressly agrees to … the cost of any duty that is required when the goods arrive in the USA.

My client has … significant costs in transporting the goods to you, which he did not agree to do in the contract. My client requests that you reimburse these costs immediately.

We have been informed that when the goods were being … onto the lorry at our factory, some of them were damaged. Please return these goods to us and we will replace them at once.

The … section of a contract provides the general background to the contract. Often each sentence in this section begins with the word 'WHEREAS'.

A … is a person or company that sells goods directly to the public.

You may see the word '…’ in a very formal contract. It does not have the usual, dictionary definition. When used in a formal contract, this word means 'employee'.

An … is someone that the other party to the contract, known as a 'principal', authorises to act on his or her behalf.

The money, goods or services that the parties exchange under a contract is referred to in the contract by the term …

When a written contract refers to the … of the agreement it means the duration of the agreement.

In contracts where one party is providing a service to the other, there is often a reference to the …number of hours or days for which the service will last. This is a more formal way of referring to the total number.

The verb to … is a more formal word that means 'to obtain' or 'to get'.

 If goods are described as being in … t means that the goods are in the process of being moved from one place to another.

When a contract uses the phrase 'time is of the …’ it means that the time agreed for doing something under the contract is extremely important.

This Agreement is made … this twentieth day of September 20XX.

The Owner agrees to hire the Equipment to the Hirer subject … the terms and conditions set out in the Agreement.

Who are the parties… this contract?

Where the masculine is referred … in this contract it shall include the feminine.

I work … a law firm that is based in London.

What name does your company trade …?

An agent acts … behalf of his or her principal.

Use of the Equipment is limited and may not be used … 8pm and 9pm each evening for maintenance reasons.

… the terms of this Agreement the Hirer agrees to pay £600 per month to the Owner.

The costs for the Work are specified … Schedule 1 hereto.

The Seller shall only accept … for non-delivery of any item listed on the delivery note and/or damage caused to Goods in … if the Customer provides written … of any such non-delivery and/or damage to the Seller within 7 days of … of the Goods.

In the event that the Seller accepts liability under clause 3.1 it shall at its sole option, repair or … the Goods concemed which are proved to the Seller's satisfaction to have been lost or damaged … to delivery to the Customer.

FROM A DEFINITIONS SECTION

… this Agreement, the following terms and expressions shall have the following meanings:

'the Company' shall mean ARJ Computer Technology Ltd, which may from time to time act …an authorised Agent.

'the Buyer' shall mean the person, firm, company or other organisation who or which has agreed … purchase Equipment … the Company.

'a Contract' shall mean a contract … the sale and purchase of Equipment between the Company and the Buyer.

'Equipment' shall mean all items manufactured or supplied … the Company including without limitation, instruments, computers, printers, and accessories/spare parts.