CONTRACT CLAUSES. TOLES. Unit 10. Legal English

1. UNIT 10- TOLES FOUNDATION
SEMINARIO DE INGLES JURIDICO. U.C.C. OCTUBRE 2016
DRA. PEREZ DEL VISO/ LIC. MUÑOZ LUNA
CONTRACT CLAUSES

2. CONTENTS OF THIS UNIT
• TYPICAL CONTRACT CLAUSES (INTRODUCTION)
• COMMERCIAL VOCABULARY (perishable goods,
merchandise, warehouse, budget, premises,
instalments, serial number, invoice; verbas to owe, to
store, to cease to trade)
• TERMINATION CLAUSES (serious breach).
• INTELLECTUAL PROPERTY CLAUSES
(assignor/assignee, to grant, licence,
licensor/licensee; encumbrances, IP rights)
• R.O.T. clause.
• WARRANTY, INDEMNITY, FORCE MAJEURE clauses.

3. CONTRACT CLAUSES
• TERMINATION CLAUSE: It contains information about the
expiration of the contract. Term is not equal to termination.
“Term” is duration. Termination is ways to expire.
• CONFIDENTIALITY CLAUSE: It deals with information that
must remain secret. Not to tell or disclose certain
information.
• INTELLECTUAL PROPERTY RIGHTS: It deals with IP rights
• ASSIGNMENT clause: It prohibits or permits assignment
under certain conditions.
• FORCE MAJEURE clause: protects against failures to
perform obligations due to unavoidable events beyond the
party´s control, such as natural desasters or wars.

4. OTHER CLAUSES
• ACCELERATION CLAUSE: it requires to pay sooner than
as agreed upon the occurrence of some event, such as
failure to make payment of an instalment.
• CONSIDERATION CLAUSE. States the reason, motive,
price which induces one party to enter into an
agreement.
• LIQUIDATED DAMAGES: It refers to a predetermined
sum a non-breaching party would receive if the other
party breaches a part of the contract.
• PAYMENT OF COSTS: it states which party would have
to pay costs related to preparation of the agreement
and ancillary documents

5. R.O.T. Clause
• “RETENTION OF TITLE” clause.
• In a contract for the sale of ordinary goods, the R.O.T.
clause ensures that the providing company will retain
domain on the goods.
• This clause is a sensible precaution, which anticipates
the pitfalls that one party may experience in the future.
• A pitfall is a problem that is very likely to happen in the
future.
• The clause says the seller retains title to the goods
until the seller receives full payment.

6. WARRANTY AND GUARANTEE
• A Warranty is a guarantee that one party gives to the other.
• A warranty is usually a written guarantee for a product and
declares the maker’s responsibility to repair or replace a
defective product or its parts.
• A guarantee is an agreement assuming responsibility to
perform, execute, or complete something and offering
security for that agreement.
• “GUARANTEE” is a promise or an assurance, especially one
given in writing, that attests to the quality or durability of a
product or service, or a pledge that something will be
performed in a specified manner.
• “GUARANTY” is an old form for “guarantee”; on the other
hand, “guaranty” is something given or held as security
until a debt is paid or the performance of a duty is fulfilled.

7. SOURCES
KROIS- LINDNER and TRANSLEGAL: “International Legal
English” 2nd edition. Cambridge U.P.
MASON, Catherine: “The Lawyer´s English Language
Coursebook” 2nd Edition. Global Legal English Ltd.
TOLES Legal: “Practice Papers for TOLES- FOUNDATION AND
HIGHER” Book 2. Global Legal English Ltd.
GRAMMARIST WEBPAGE: available at:
http://grammarist.com/usage/guarantee-vs-guaranty