LPC Buddy™ 2022 / 23 | Commercial Law | Distinction Level Study Guide for the LPC (Electronic)

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Foreword and Terms of Use Thank you for purchasing LPC Buddy! We hope you find our guides useful for your studies. By purchasing LPC Buddy You have confirmed your agreement to using LPC Buddy in acc... ordance with the below terms of use as published on LPC Buddy’s website (www.lpcbuddy.com). These terms are enforceable by the owner and publisher of LPC Buddy from time to time (“the Content Provider”). 1. Definitions 1.1. Content Provider: the publisher and owner of LPC Buddy, ALM Sales Ltd (company no. 13388205). 1.2. Electronic Devices: desktop, laptop or notebook computers, eBook readers, smartphones, tablet computers, or similar mobile devices. 1.3. LPC Buddy: the suite of study guides for the Legal Practice Course (LPC) published by the Content Provider, within which a copy of these terms and conditions are enclosed. 1.4. Permitted Use: any use of LPC Buddy as defined by Clause 3. 1.5. Prohibited Use: any use of LPC Buddy as defined by Clause 4. 1.6. Substitute: any product or service that (a) reduces the need for users or other third parties to pay for LPC Buddy, or (b) creates revenue from LPC Buddy or any part thereof, to the detriment of the Content Provider’s own ability to generate revenues from LPC Buddy. 1.7. You / Your: The party entering into this agreement with us by purchasing LPC Buddy from the Content Provider and accepting these terms and conditions. 2. License 2.1. Upon your download of LPC Buddy and payment of any applicable fees (including applicable taxes), the Content Provider grants you a worldwide, non-expiring, non-exclusive, non-transferable licence to make any use of LPC Buddy as permitted by Clause 3 of these terms and conditions. 2.2. You agree not to, in any circumstances, make any other use of LPC Buddy, including any Prohibited Use in accordance with Clause 4 of these terms and conditions. 3. Permitted Use 3.1. It shall be a condition of these terms and conditions that You may only make use of LPC Buddy as defined by this Clause 3. 3.2. You may: 3.2.1. Download a copy of LPC Buddy for Your personal use; 3.2.2. Make, store and view copies of LPC Buddy for Your personal use, on not more than three Electronic Devices. 3.2.3. Print single copies of LPC Buddy, or any part thereof, for Your personal use. 4. Prohibited Use 4.1. You shall not: 4.1.1. Make any other use of LPC Buddy that is not otherwise permitted by Clause 3 of these terms and conditions. 4.1.2. Create any Substitute of LPC Buddy. 4.1.3. Publish, sell, resell, offer for auction, license, sub-license, rent, transfer, share, transmit, broadcast, circulate, disseminate, distribute, or redistribute in any way LPC Buddy, or any part thereof, in any format, including in printed and digital format. 4.1.4. Publish, sell, resell, offer for auction, license, sub-license, rent, transfer, share, transmit, broadcast, circulate, disseminate, distribute, or redistribute in any way an edited, modified, adapted, or altered version of LPC Buddy, or any part thereof, in any format, including in printed and digital format. 4.1.5. Create any derivative work of LPC Buddy, or any part thereof; 4.1.6. Use LPC Buddy to compete with the Content Provider in any way, whether directly or indirectly; 4.1.7. Make any commercial use of any LPC Buddy (or any part thereof) of any kind; 4.1.8. Use LPC Buddy in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable to the Content Provider. 4.1.9. Circumvent, remove, or attempt to circumvent or remove, any technological measures applied to LPC Buddy for the purpose of preventing unauthorised use; 4.1.10. Make any attempt to make any use of LPC Buddy as defined in Clause 4.1.1 – 4.1.9 inclusive. 4.2. In the event that the Content Provider notifies You that it believes You are undertaking a Prohibited Use, You shall immediately cease any Prohibited Use unless and until the Content Provider reaches an agreement with You regarding Your use of LPC Buddy. 4.3. The Content Provider reserves the right to refuse to contract with You in the future in the event that You undertake a Prohibited Use. 5. Reliance on Information 5.1. You recognise and accept that LPC Buddy, and all of the material within it, has been prepared solely for information and educational purposes and does not constitute legal advice in relation to any particular situation. The Content Provider does not accept any responsibility for action taken as a result of information provided by them. You should take specific advice when dealing with specific situations. 5.2. You recognise and accepts that the Content Provider is not a law firm, does not represent or advise clients in any matter and is not bound by the professional responsibilities and duties of a legal practitioner. Nothing within LPC Buddy or any associated marketing shall be construed as creating any solicitor-client relationship or providing any legal representation, advice or opinion. 5.3. Nothing within LPC Buddy or any associated marketing material shall be construed as the Content Provider warranting that You will pass the Legal Practice Course or that, by purchasing LPC Buddy, You will attain a particular grade. 5.4. This guide states the law generally as at 1 April 2022. While the Content Provider aims to ensure that the information is correct at the date on which it is added to LPC Buddy, You acknowledge and accept that the legal position can change frequently. You acknowledge and accept that LPC Buddy will not always be updated following any relevant changes to the law. 6. Intellectual Property 6.1. Material contained in LPC Buddy is the copyright of ALM Sales Ltd except where otherwise stated. You agree not to make any infringing use of that copyright. You may make use of LPC Buddy in accordance with the Permitted Uses only. 6.2. “LPC Buddy” is a Trademark of ALM Sales Ltd. 7. Limitations 7.1. The Content Provider accepts no liability whatsoever in contract, tort or otherwise for any loss or damage caused by or arising directly or indirectly in connection with any use or reliance on the contents of LPC Buddy, except to the extent that such liability cannot be excluded by law. 7.2. Nothing in these terms of use shall exclude our liability to You for fraudulent misrepresentation or for death or personal injury resulting from our negligence. 8. Jurisdiction and Law 8.1. These terms of use shall be governed by and interpreted in accordance with the laws of England and Wales. 8.2. You agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any disputes which may arise in relation to LPC Buddy.Commercial Law – 2022 / 23 Contents 1. Introduction to Commercial Contracts 1. Formation of a Contract p.1-4 2. Incorporation of Contractual Terms p.5 3. Variation of Contractual Terms p.6-7 4. Discharging Contracts p.8 5. Remedies for Breach of Contract p.9-10 6. Introduction to Commercial Contracts p.11-14 7. Boilerplate Clauses p.15-16 2. Standard Terms in SOG Contracts 1. Core Terms in Sale of Goods Contracts p.17-23 2. Implied Terms as to Quality Under the Sale of Goods Act 1979 p.24-26 3. Remedies under the Sale of Goods Act 1979 p.27-30 4. Entire Agreement Clauses p.31-33 5. Example Standard Terms and Conditions p.34-47 6. Table of Clauses - Floidex Standard Terms p.48-59 3. Retention of Title Clauses 1. Sale of Goods Act 1979 – Provisions for Transfer of Title / Ownership p.60-61 2. Retention of Title Clauses p.62-65 3. Essential, Recommended and Bluff Clauses p.66-70 4. Structure for Questions Involving Retention of Title Clauses and Unpaid Sellers p.71-75 4. Exclusion Clauses 1. The Unfair Contract Terms Act 1977 - Overview p.75-77 2. Assessing the Reasonableness of Exclusion Clauses; Sch 2 UCTA 1977 p.78-84 3. Exclusion Clauses – Exam Answer Checklist p.85-87 4. Workshop 4 Scenario (Contextualises the Following Exam Answer Structures) p.88-90 5. Exam Answer Structure – Exclusion Clauses – Defective Product p.91-97 6. Exam Answer Structure – Exclusion Clauses – Late Delivery p.98-102 5. International Trade 1. Choice of Jurisdiction p.103-108 2. Choice of Governing Law p.109-110 3. Incoterms Overview p.111-117 4. Incoterms Shipping Diagram p.118 5. Incoterms Summary Table 1 p.119 6. Incoterms Summary Table 2 p.120 7. Incoterms Summary Table 3 p.121-122 8. Incoterms – Summary of Risk and Delivery p.123-125 9. Security Arrangements in International Sale of Goods Contracts p.126-130 10. Documentary Credit p.131-135 6. Agency 1. Agency Agreements p.136-142 2. Authority in Agency Agreements p.143-1443. Agency vs Distribution Agreements p.145-147 4. Agency Exam Question Structure p.148-151 5. Workshop 6 – Agency Task (Contextualises the Exam Question Structure) p.152-153 7. Competition Law 1. Article 101 TFEU p.154-160 2. Chapter I Prohibition (UK Equivalent of Art 101) p.161-168 3. Comparison of Sanctions for Non-Compliance – UK and EU p.169-170 4. Workshop 8 – Example Distribution Agreement (Contextualises Notes on Distribution Agreements) p.171-183 5. Grid - Compatibility of an Agreement with UK Competition Law p.184-188 6. The Vertical Restraints Block Exemption (VRBE) MCQ Checklist (Flowchart) p.189 7. Article 102 & The Chapter 2 Prohibition p.190-191 8. E-Commerce 1. The Electronic Commerce Regulations 2002 p.192-194 2. Electronic Commerce (EC Directive) Regulations 2002 [EXTRACT] p.195-197 3. The Consumer Contracts Regulations 2013 p.198-201 4. Consumer Contracts Regulations 2013 [EXTRACT] p.202-210 5. Website Compliance Checklist p.211-212 6. Formation of Contracts Online p.213 7. The Consumer Rights Act 2015 p.214-217 8. Jurisdiction and E-Commerce p.218-220 9. The Privacy and Electronic Communications Regulations 2003 p.221 10. Privacy and Electronic Communications Regulations 2003 [EXTRACT] p.222-224 Colour Coding Guide ❖ Blue Text – Reference to statutes and case law. ❖ Green Text – Reference to textbook paragraphs and other notes in this guide. ❖ Purple Text – Reference to Professional Conduct Rules or Principles. [Show More]

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