LEGAL PRACTICE COURSE
Commercial Law and Practice
Skills Session 4: Suggested Clauses for Inclusion in Seramica Limited’s new standard
Terms and Conditions of Supply
8. Liability for nature, quantity and quality
-This clause deals with issue 3 & 4 (in D1)
-Deals with possible colour variations and potential losses
Broken down into separate sub-clauses→ so if a court was to deem it unreasonable, then
would not state whole clause is unreasonable but state which sub-clause(s) are particularly
unreasonable (so do not need to get rid of entire clause)
8.1 The Seller warrants that the Goods will correspond with the specification and
any sample referred to in the specification in quality, condition and colour
provided that:
8.1.1 the Seller shall have no liability to the Buyer unless more than [5]% of
the Goods do not so correspond;1
8.1.2 the Seller shall have no liability to the Buyer if the colour of any Goods
supplied fails to correspond to the colour of the specification or any
sample referred to in the specification and the variation is minor.2
To avoid variations in colour that are ‘minor’
8.2 The Buyer shall diligently inspect the Goods for any defects as soon as
reasonably possible on delivery and shall be deemed to have had a
reasonable opportunity of inspecting the bulk of any consignment for any
defects obvious on diligent inspection after [3] days from delivery have
expired.3
To avoid rejection of goods→ deemed to be inspected 3 days after delivery
8.3 For any defects not apparent upon diligent inspection within [3] days of
delivery the Buyer shall be deemed to have had a reasonable opportunity of
inspecting the bulk of any consignment after [21] days from delivery have
expired. 4
8.4 Upon the Buyer having been deemed to have had a reasonable opportunity of
inspecting the goods the Buyer will also be deemed to have notice of any
defect rendering the Goods not in accordance with the contract and to have
accepted all the Goods so delivered.
8.3 and 8.4 are attempts to time limit the buyers ability to reject goods→
restricting remedy available to buyer
8.5 Where any valid claim in respect of any of the Goods which is based on any
defect in the quality, condition or colour of the Goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions, the
Seller shall be entitled to replace the Goods (or the part in question) free of
charge or, at the Seller’s sole discretion, refund to the Buyer the price of the
Goods (or a proportionate part of the price), but the Seller shall have no
further liability to the Buyer.5
Limiting the losses available
8.6 The Seller shall not be liable for any economic loss suffered by the Buyer as a
result of the failure of any Goods to correspond with the specification or
sample including loss of profits, business, goodwill or other consequential
losses.6
docs_239929788.docx 1/4 © City, University of London 2020
Commercial Law and Practice
Skills Session 4: Suggested Clauses for Inclusion in Seramica Limited’s new standard
Terms and Conditions of Supply
8. Liability for nature, quantity and quality
-This clause deals with issue 3 & 4 (in D1)
-Deals with possible colour variations and potential losses
Broken down into separate sub-clauses→ so if a court was to deem it unreasonable, then
would not state whole clause is unreasonable but state which sub-clause(s) are particularly
unreasonable (so do not need to get rid of entire clause)
8.1 The Seller warrants that the Goods will correspond with the specification and
any sample referred to in the specification in quality, condition and colour
provided that:
8.1.1 the Seller shall have no liability to the Buyer unless more than [5]% of
the Goods do not so correspond;1
8.1.2 the Seller shall have no liability to the Buyer if the colour of any Goods
supplied fails to correspond to the colour of the specification or any
sample referred to in the specification and the variation is minor.2
To avoid variations in colour that are ‘minor’
8.2 The Buyer shall diligently inspect the Goods for any defects as soon as
reasonably possible on delivery and shall be deemed to have had a
reasonable opportunity of inspecting the bulk of any consignment for any
defects obvious on diligent inspection after [3] days from delivery have
expired.3
To avoid rejection of goods→ deemed to be inspected 3 days after delivery
8.3 For any defects not apparent upon diligent inspection within [3] days of
delivery the Buyer shall be deemed to have had a reasonable opportunity of
inspecting the bulk of any consignment after [21] days from delivery have
expired. 4
8.4 Upon the Buyer having been deemed to have had a reasonable opportunity of
inspecting the goods the Buyer will also be deemed to have notice of any
defect rendering the Goods not in accordance with the contract and to have
accepted all the Goods so delivered.
8.3 and 8.4 are attempts to time limit the buyers ability to reject goods→
restricting remedy available to buyer
8.5 Where any valid claim in respect of any of the Goods which is based on any
defect in the quality, condition or colour of the Goods or their failure to meet
specification is notified to the Seller in accordance with these Conditions, the
Seller shall be entitled to replace the Goods (or the part in question) free of
charge or, at the Seller’s sole discretion, refund to the Buyer the price of the
Goods (or a proportionate part of the price), but the Seller shall have no
further liability to the Buyer.5
Limiting the losses available
8.6 The Seller shall not be liable for any economic loss suffered by the Buyer as a
result of the failure of any Goods to correspond with the specification or
sample including loss of profits, business, goodwill or other consequential
losses.6
docs_239929788.docx 1/4 © City, University of London 2020
