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Unit 07 :
Signing a sales contract

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Vocabulary

Repeat these sentences with your teacher first.

1. goods (n.)
items for sale, or possessions that can be moved

2. rights (n.)
the legal authority to publish, copy, or make available a work such as a book, movie, recording, or work of art

3. obligations (n.)
the fact that you are obliged to do something

4. receipt (n.)
something such as a piece of paper or message proving that money, goods, or information have been received

5. attestation (n.)
to show something or to say or prove that something is true

6. modifications (n.)
a change to something, usually to improve it

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Dialogue

Read the dialogue aloud with your teacher.

Jay

Zoey

Jay, I’ve gone over the contract. But I have some questions about paragraph 1.

Okay, I’m all ears.

The date listed on the contract is July 30, that’s next month!

Oh yes, I did want to talk to you about that. We’ve had a backup in the shipment of glass screens, so we might not be able to ship them to you until then.

Well Jay, that may be a problem on my end.

Our number of clients has increased significantly in the past month and we weren’t prepared for that. I’ll touch base with you in a few weeks; we may be able to get your shipment to you by the original date. Since you’re one of my most valuable clients, I may be able to pull some strings.

I appreciate it, Jay. You always go the extra mile for us!

It’s the least I could do!

I have another question about the description of goods section. The order says we are getting the W390 model of glass screens, but I want the newest model.

Unfortunately, those screens won’t be available until November.

Ahh, I see. Okay, here’s another one under buyer’s rights and obligations. It says “the buyer has the right to examine the goods upon receipt and has 10 days in which to notify the seller of any claim for damages.” Is that correct? Our previous contracts said 15 days.

That’s correct, we recently changed our policy. But I’ll see if we can still use 15 days for your case since you’ve been with us for a long time.

Please do. I appreciate that. Also, I’ll need you to change something under the attestation section.

What is it?

My official title has changed. I’m no longer Manager of Product Development; I’m now Director of Product Development.

Got it! I’ll make some modifications and shoot you an email with the new copy.

Thanks, Jay!

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Article

Read the article with your teacher.

Checklist for selling or buying a business

Before you sign a contract, you should:

  • review your aims and how well this contract meets them
  • make sure all the agreements made during the negotiation are included in the contract
  • make sure there are no vaguely worded provisions, exclusions or limitations in the contract which could give rise to problems later
  • if you are buying, ensure you have non-compete agreements in place
  • check the financial and tax details again with your financial adviser
  • check your obligations and the wording of the contract and other agreements again with your solicitor
  • ensure all the necessary documentation and signatories are present at the signing session
  • establish a schedule of tasks for completing the sale, making the handover, continuing the business and meeting future obligations
  • make sure you have copies of all negotiated agreements kept in a safe place
  • have informed and consulted affected employees in compliance with the Transfer of Undertakings (Protection of Employment) (TUPE) regulations

After you have signed a contract, make sure that:

  • all others who need to sign have signed the relevant documents
  • your solicitor has all the original documents you need to keep
  • the buyer’s solicitor has copies of all the documents and will present a digital version to both the buyer and seller
  • the financial agreements are put into effect
  • the buyer’s solicitor makes the change of ownership return to Companies House
  •  in asset and goodwill deals, the seller deregisters and the buyer registers for VAT
  • the seller – and the buyer if applicable – continues to inform and consult affected employees in compliance with TUPE as necessary
  • both sides are ready for the handover and for informing clients, suppliers, etc
  • the business operates smoothly up to and after the sale is completed

Source: Owl Labs, “Video Conferencing Etiquette: 10 tips for a successful video conference”

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Discussion：

Answer the following questions to your teacher.

1.What’s the best way to sign contracts?
2. What are the different ways of signing a contract?

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Let’s practice

Choose the correct answer.

1. An obligation is ____.

A. an arrangement with a shop, bank etc
B. a skill, personal quality, or type of experience
C. a situation where it is very hard to decide what to do
D. a moral or legal duty to do something

2. The booking will be made on ____ of a deposit.

A. right
B. merchandise
C. goods
D. receipt

3. An attestation is ____.

A. a group of officials who represent their government in a foreign country
B. a murder of a famous or important person, especially for political reasons
C. a legal statement made by someone in which they say that something is true.
D. help given to someone or help that allows something to be done

4. I ____ want to talk to you about that. We’ve had a backup in the ____ of glass screens, so we might not be able to ____ them to you until then.

yacht / fetch / shipment / had / did / ship / shopping