Many disputes that reach the courts could have been avoided by a careful review before signing. These are the points we ask our clients to check.
1. The parties and signing authority
Confirm the other party’s registered name and commercial registration number, and that the signatory is authorised under the articles of association or a valid power of attorney.
2. A precise description of the subject matter
Vague wording such as “supply of materials to agreed specifications” invites disputes. Define quantities, specifications and standards clearly, with technical annexes where needed.
3. Timelines
Set the start date, performance periods and delivery dates, and the consequences of delay.
4. Price and payment terms
State the contract value and whether it includes VAT, the payment schedule and conditions, and any related guarantees.
5. Penalty clauses
A penalty clause is an important tool for ensuring performance, but it must be drafted carefully to be proportionate and enforceable in court.
6. Termination and rescission
Define when each party may terminate, the notice required before rescission, and the effect of termination on payments and completed work.
7. Confidentiality and non-compete
If the contract gives the other party access to information, clients or trade secrets, include clear confidentiality terms with a defined duration and scope.
8. Dispute resolution
Specify the competent forum, whether disputes go to arbitration, and its seat and language. These details save significant time if a dispute arises.
Reviewing a contract before signing costs far less than litigating it afterwards. Send us your contract for review.
This article is for general awareness and does not constitute legal advice. Contact us for an opinion on your specific case.