Hints on drafting a clause

 

The essential elements of a clause are:

 

1     What is going to be done.
2     Who is going to do it.

3     Who will be liable for the cost (if any).
4     When are they going to do it by.
5     What happens if it is not done (or acceptable/satisfied).
6     Who can waive the clause.
  And sometimes
7     What standard will apply.

 

Clauses usually start: “This agreement is conditional upon the …..”

 

Keep to simple English.    Do not try and use legalese.    Check that it makes sense and contains the above elements as needed.    There are plenty of clauses on this website that can be used as models.

 

If there is any doubt as to which party a condition is inserted for, it should be clearly stipulated as per the following which should be added to the condition.
“This clause is entered for the sole benefit of the purchaser/vendor.”

 

If a time frame needs to be stated and it is based on the time from the signing of the agreeement (not another subsequent event), always refer back to the date of the agreement i.e. "within 10 working days of the date of this agreement."   Never use terms such as "within 10 working days of both parties signing the agreement." 

 

Note: re Warranties

 

While is not normally necessary, in the case of a significant vendor warranty you can make settlement dependent on compliance with the warranty with the following:


“It shall be a requirement of settlement that the warranty shall have been complied with.”