ACCA《F4公司法与商法》精选讲义第九章3

　　3 Express and implied terms

　　3.1 An express term is one which has been clearly stated orally or in writing, or may be by reference at the time of contract:

　　3.2 An implied term is one which the court will allow because:

　　(a) It has to as the term is statutory ( Sale of Goods Act 1979 as amended); This states that it will be a condition of the contract that (inter alia);

　　(i) the seller had title to the goods,

　　(ii) the goods are of satisfactory quality and fit for purpose,

　　(iii) the goods correspond with their description.

　　(b) It is necessary for the efficacy of the particular contract: The Moorcock; or

　　(c) It is customary through trade usage. Terms implied by custom cannot override the express terms of an agreement.

　　(d) Also where the parties have had previous dealing on the basis of an exclusion clause, that clause may be included in later contracts.