Commercial Contract Drafting Under GMC Law

A contract governed by GMC law is no longer drafted by analogy. Since 15 June 2026 the Sale of Goods Act 2026 and the Unfair Contract Terms Act 2026 have been in operation, so the implied terms, the limits on exclusion clauses and the reasonableness test are all fixed by statute. Basnet Law drafts and reviews supply, services, distribution, licensing and platform agreements governed by GMC law. This page explains what the two Acts require and how we draft against them.

Draft governing law, jurisdiction and dispute resolution clauses that work with the common law received under the Application of Laws Act 2024.

Decide which implied terms to keep, vary or exclude under the Sale of Goods Act 2026, and draft exclusions that survive the Unfair Contract Terms Act 2026 (UCTA).

Structure limitation and exclusion clauses to pass UCTA's reasonableness test, with the burden of proof and the Second Schedule guidelines in mind.

Identify international supply contracts that fall outside UCTA and draft accordingly.

Use, or exclude, third-party enforcement rights under the Contracts (Rights of Third Parties) Act 2007, which applies in GMC through Schedule A.

Build electronic contracting and e-signature workflows on the Electronic Transactions Act 2010, applied through Schedule A.

GMC trading companies and distributors selling goods into or from Gelephu. Software, SaaS and digital asset platforms with standard terms for business and retail users. Suppliers and contractors on GMC construction and infrastructure projects. International groups adopting GMC law for intra-group and customer contracts with a GMC entity.