Long-Term Supply (And Off-Take) Agreements: Some Recent Themes

A. Agreements to agree

• The long-term supply (or off-take) agreement ("LTSA") should not have too many 'open ended' provisions that require further agreements between the parties in order for the agreement to work in practice as they may jeopardise the contractual force of the agreement.
• Always try to provide a default mechanism in case parties cannot agree.
• English law will sometimes fill the gaps with implied terms based on previous dealings between the parties, market practice or reasonableness.