LEGAL PRACTICE COURSE
Commercial Law and Practice
Workshop 2: In-Session Task
To :
From :
Date : [date of workshop]
Subject: Seramica Limited
I asked you to find some precedents to cover the points raised in my previous email and we
discussed the ones we could use. The main one was the Long Term Supply Agreement
(EFP Vol. 34 (Sale of Goods) (C) C.11)
Clearly there is still some way to go here to finalise the agreement as there will be aspects of
the arrangement which the clients will not have even considered. We will be doing a first draft
of the agreement and so I need your help to make a start.
Using the Long Term Supply Agreement please adapt clauses 2, 3 and sub-clause 4.2 (and,
if necessary the Definitions and Schedules) to cover the supply of the products and the
client’s minimum purchase needs as expressed in the last email. The parties have not yet
considered how to deal with this aspect and I would like to come up with some suggestions
for consideration but it will obviously be subject to our client’s approval and negotiation with
RepTiles and its solicitors. Karim’s view is that he thinks that he will be able to deal with low
purchases by RepTiles provided that he can find other customers to replace RepTiles’
business. He thinks that realistically this could take Seramica 12 months.
In addition, I now know that:
(a) Seramica intends to produce to order rather than keeping a stock of tiles as the tiles
are being made for RepTiles alone; it is not intended that they be offered to other
customers.
(b) Initially there will be two sizes of tile with each size being offered in ten special
colours required by and agreed with RepTiles; the product numbers are likely to be
RTSmall 1-10 and RTLarge 11-20.
(c) Seramica will need 8 weeks’ notice to be able to manufacture on time and from
manufacture Seramica can deliver to RepTiles within 2 weeks maximum.
(d) Seramica would like some indication from RepTiles of its estimate for future orders –
a minimum of 10 weeks in advance would be helpful.
(e) At full capacity Seramica can manufacture up to 50,000 tiles per week.
(f) It is not cost effective for Seramica to produce a batch of tiles unless the batch is of
the same colour and size and the batch is for at least 5000 tiles.
(g) The launch date for the first sale of tiles by RepTiles is 23 August 2020 and so it
needs the first delivery of tiles 7 days earlier than this.
This additional information should be dealt with in your drafting. Please use a pencil.
docs_592592614.docx 1/5 © City, University of London 2020
, Long term purchasing or supply agreement for goods: business-to-business
EFP 34: 04/2011. Last amended 09/2014.
THIS AGREEMENT is made the ...... day of .........
BETWEEN:
(1) (buyer) [of (address) (or) whose registered office is at (address), company registration
no (number)] (‘the Buyer’); and
(2) (seller) [of (address) (or) whose registered office is at (address), company registration
no (number)] (‘the Seller’).
NOW IT IS AGREED as follows:
1 Definitions
In this Agreement, the following terms shall have the following meanings:
1.1 ‘Commencement Date’ means (date);
1.2 ‘Delivery Date’ means the date stipulated in a contract for the delivery of the Goods;
1.3 ‘Goods’ means goods of the type set out in Schedule 1;
1.4 ‘Order’ means a written order on the Seller’s prescribed form given in accordance with
clause 3.2 below;
1.5 ‘Price’ means the price of the Goods ascertained in accordance with the Seller’s list given
from time to time;
1.6 ‘Quarter’ means the period of 3 months commencing on the Commencement Date, each
succeeding period of 3 consecutive months, and any shorter period between the end of a
quarter and the date on which this Agreement terminates. ‘Quarterly’ shall be construed
accordingly;
1.7 ‘Specification’ means the description of the Goods set out in Schedule 2 or any other
description of the Goods agreed by the parties in writing from time to time;
1.8 ‘Term’ means the period from the Commencement Date until this Agreement terminates;
1.9 ‘Year’ means a period of 4 consecutive Quarters.
2 Recitals
2.1 The Seller deals in the Goods.
2.2 The Buyer wishes to buy Goods from the Seller for [the purpose of resale (or) use in the
Buyer’s factory], and the parties have agreed to the terms of this Agreement in relation
to such supplies.
© City, University of London 2020 2/5 docs_592592614.docx
Commercial Law and Practice
Workshop 2: In-Session Task
To :
From :
Date : [date of workshop]
Subject: Seramica Limited
I asked you to find some precedents to cover the points raised in my previous email and we
discussed the ones we could use. The main one was the Long Term Supply Agreement
(EFP Vol. 34 (Sale of Goods) (C) C.11)
Clearly there is still some way to go here to finalise the agreement as there will be aspects of
the arrangement which the clients will not have even considered. We will be doing a first draft
of the agreement and so I need your help to make a start.
Using the Long Term Supply Agreement please adapt clauses 2, 3 and sub-clause 4.2 (and,
if necessary the Definitions and Schedules) to cover the supply of the products and the
client’s minimum purchase needs as expressed in the last email. The parties have not yet
considered how to deal with this aspect and I would like to come up with some suggestions
for consideration but it will obviously be subject to our client’s approval and negotiation with
RepTiles and its solicitors. Karim’s view is that he thinks that he will be able to deal with low
purchases by RepTiles provided that he can find other customers to replace RepTiles’
business. He thinks that realistically this could take Seramica 12 months.
In addition, I now know that:
(a) Seramica intends to produce to order rather than keeping a stock of tiles as the tiles
are being made for RepTiles alone; it is not intended that they be offered to other
customers.
(b) Initially there will be two sizes of tile with each size being offered in ten special
colours required by and agreed with RepTiles; the product numbers are likely to be
RTSmall 1-10 and RTLarge 11-20.
(c) Seramica will need 8 weeks’ notice to be able to manufacture on time and from
manufacture Seramica can deliver to RepTiles within 2 weeks maximum.
(d) Seramica would like some indication from RepTiles of its estimate for future orders –
a minimum of 10 weeks in advance would be helpful.
(e) At full capacity Seramica can manufacture up to 50,000 tiles per week.
(f) It is not cost effective for Seramica to produce a batch of tiles unless the batch is of
the same colour and size and the batch is for at least 5000 tiles.
(g) The launch date for the first sale of tiles by RepTiles is 23 August 2020 and so it
needs the first delivery of tiles 7 days earlier than this.
This additional information should be dealt with in your drafting. Please use a pencil.
docs_592592614.docx 1/5 © City, University of London 2020
, Long term purchasing or supply agreement for goods: business-to-business
EFP 34: 04/2011. Last amended 09/2014.
THIS AGREEMENT is made the ...... day of .........
BETWEEN:
(1) (buyer) [of (address) (or) whose registered office is at (address), company registration
no (number)] (‘the Buyer’); and
(2) (seller) [of (address) (or) whose registered office is at (address), company registration
no (number)] (‘the Seller’).
NOW IT IS AGREED as follows:
1 Definitions
In this Agreement, the following terms shall have the following meanings:
1.1 ‘Commencement Date’ means (date);
1.2 ‘Delivery Date’ means the date stipulated in a contract for the delivery of the Goods;
1.3 ‘Goods’ means goods of the type set out in Schedule 1;
1.4 ‘Order’ means a written order on the Seller’s prescribed form given in accordance with
clause 3.2 below;
1.5 ‘Price’ means the price of the Goods ascertained in accordance with the Seller’s list given
from time to time;
1.6 ‘Quarter’ means the period of 3 months commencing on the Commencement Date, each
succeeding period of 3 consecutive months, and any shorter period between the end of a
quarter and the date on which this Agreement terminates. ‘Quarterly’ shall be construed
accordingly;
1.7 ‘Specification’ means the description of the Goods set out in Schedule 2 or any other
description of the Goods agreed by the parties in writing from time to time;
1.8 ‘Term’ means the period from the Commencement Date until this Agreement terminates;
1.9 ‘Year’ means a period of 4 consecutive Quarters.
2 Recitals
2.1 The Seller deals in the Goods.
2.2 The Buyer wishes to buy Goods from the Seller for [the purpose of resale (or) use in the
Buyer’s factory], and the parties have agreed to the terms of this Agreement in relation
to such supplies.
© City, University of London 2020 2/5 docs_592592614.docx
