ABOUT BRITISH COLUMBIA
British Columbia is the westernmost of Canada's provinces. The capital of British Columbia is Victoria and the largest city is Vancouver, the third-largest metropolitan area in Canada and the second largest in the Pacific Northwest.
British Columbia has an estimated population of 4.4 million with just under half living in the Metro Vancouver area. British Columbia's diverse economy is a mix of traditional (natural resources and mining) and cutting edge (life sciences, IT and gaming). Situated at the apex of major Pacific ports, transcontinental highways and railways, British Columbia is uniquely placed for international trade and specifically for trade with Asian-Pacific countries. Its natural beauty, culture and mild climate has created a significant real estate sector and attracts high net worth individuals from around the world.
British Columbia has a common law legal system and is regulated by provincial statutes that apply exclusively within the province and federal statutes that apply across Canada.
Canada has a significant body of common law relating to the rights of Aboriginal peoples. This includes, for example, the government's duty to consult with and, if required, accommodate the interests of Aboriginal peoples when the government has knowledge, real or constructive, of the potential existence of an Aboriginal or treaty right, and is contemplating actions that might adversely affect it. The duty to consult rests solely on the government but procedural aspects of this duty may be delegated to third parties. This allows for the government to rely on industry consultations with Aboriginal peoples to assist in determining whether the duty to consult is triggered.
British Columbia does not impose any general stand-alone restrictions on foreign investment. General issues of foreign investment are governed by the federal Investment Canada Act. The Investment Canada Act requires foreign investors to notify the Canadian government when they begin a new business activity in Canada and when they acquire control of an existing Canadian business. The following acquisitions are subject to review in order to ensure they provide a net benefit to Canada:
- a direct acquisition of control of a Canadian business (by way of shares or assets) if the asset value of the business being acquired equals or exceeds C$5 million;
- an indirect acquisition of control of a Canadian business (the acquisition of a non-Canadian parent of a Canadian entity) if the asset value of the business being acquired either (i) equals or exceeds C$50 million, where the asset value of the Canadian business being acquired is less than 50 per cent of the global transaction's asset value, or (ii) equals or exceeds C$5 million, where the asset value of the Canadian business being acquired exceeds 50 per cent of the global transaction's asset value.
A higher threshold is calculated annually for reviewable direct acquisitions by the World Trade Organization (WTO) investors, which is C$344 million for 2013. Indirect acquisitions by WTO investors are generally not reviewable, but are subject to notification requirements. The higher threshold for WTO investors does not apply to acquisitions of Canadian cultural businesses (publishing, film, video, music and broadcasting for example), which are a significantly restricted area for foreign investment. The Investment Canada Act also allows the Canadian government to review, prohibit or impose conditions upon a wide range of investments by non-Canadians, based on whether an investment is injurious to national security.
At the date of this article, there were proposed amendments to the Investment Canada Act and regulations that:
- change the basis for calculating whether an investment is subject to a net benefit review from asset value to enterprise value. The enterprise value of a publicly traded entity will equal its market capitalization, plus its liabilities, minus its cash and cash equivalents. The enterprise value of a privately held company will equal its acquisition value, plus its liabilities, minus its cash and cash equivalents.
- set the enterprise value threshold for WTO investors at C$600 million for the first two years, C$800 million for the next two years and C$1 billion thereafter.
New guidelines were adopted in 2012 under the Investment Canada Act for the review of investments by foreign state-owned enterprises. Highlights of the guidelines include:
- state-owned enterprises are defined as those that are owned, controlled or influenced, directly or indirectly by a foreign government.
- state-owned enterprises will be expected to address in their plans and undertakings that they are susceptible to state influence and will need to demonstrate a strong commitment to transparent and commercial operations.
- the Minister will assess the state-owned enterprise's adherence to free market principles and the effect of the investment on the level and nature of economic activity in Canada.
Particular industry sectors, such as telecommunications, financial services and broadcasting are subject to additional laws that regulate foreign investment.
Provincial Tax Incentives
British Columbia provides provincial tax credits, exemptions, refunds and deductions to encourage business investment and innovation, including for research and development, mining exploration, film and television production, new media, and international financial activities. Sales and property tax exemptions are available for the purchase of certain machinery and equipment. Federal government incentives are also available.
The most common form of business vehicle used in British Columbia is the corporation. Corporations can be incorporated under the provincial Business Corporations Act. However, corporations can also be incorporated federally under the Canada Business Corporations Act. The provincial Business Corporations Act was recently updated and provides considerable flexibility over the Canada Business Corporations Act and corporate statutes of other Canadian provinces. The following applies to corporations incorporated in British Columbia:
Registration Formalities. The corporate name must first be reserved with the Registrar of Companies. The incorporators then enter into an incorporation agreement and file an incorporation application with the Registrar of Companies. These filings, together with payment of the requisite fee, are carried out electronically.
Share Capital. There can be one or more classes of shares, which can be issued in different series. Shares may be issued with or without par value. While it is not necessary to prescribe a maximum number of shares, it is possible to do so.
Non-cash Consideration. Consideration can take the form of past services, property, and/or money. The value of the consideration received must equal or exceed the issue price set for the share.
Rights Attaching to Shares. A corporation can set out in its articles various rights attaching to its shares, including voting, dividends, share of assets on liquidation or dissolution, priority on liquidation or dissolution, conversion, redemption and retraction. Rights can vary among different classes of shares.
Foreign Shareholders. There are no restrictions preventing foreigners from being shareholders.
Management Structure. A corporation must have at least one director and a public corporation must have at least three directors. Once a corporation has been created the shareholders elect a board of directors, which then appoints officers of the corporation. There are no residency requirements for directors or officers.
Directors' Liability. Directors of corporations operating in British Columbia are subject to a number of potential forms of liability arising from various federal and provincial legislation, as well as common law, which include:
- liability for breach of fiduciary duties owing to the corporation, its shareholders, and potentially other stakeholders;
- liability for wages and related benefits, wrongful dismissal, termination pay, workplace safety and protection fines, human rights violations, and sexual harassment; and
- liability for unpaid taxes and certain government remittances.
Parent Company Liability. Shareholders are not liable for a subsidiary's obligations.
Reporting Requirements. Corporations are required to file notices as to changes in directors, file an annual report, and make annual accounting records available for inspection.
For public corporations, regardless of where they are incorporated, the provincial Securities Act imposes additional reporting requirements that include annual information forms, press releases, information circular for shareholders' meetings, acquisition reporting requirements, and security distribution requirements.
Employment relationships in British Columbia are principally governed by the following (federal equivalents apply to employees of federal undertakings in British Columbia):
- Labour Relations Code. This governs the employment relationship for unionized work forces.
- Employment Standards Act. This sets out the minimum standards that apply in most work places in British Columbia. The Act does not apply to certain students, volunteers or members of certain professional associations.
- Human Rights Code. This protects individuals and groups against discrimination on prescribed grounds, including race, sex and religion. Parties cannot contract out of the requirements of the Code.
- Workers' Compensation Act. This provides insurance coverage to workers who suffer workplace injuries or occupational diseases, and protects employers from lawsuits from workers affected by workplace injuries or occupational diseases.
- Personal Information Protection Act. This governs the collection, use and disclosure of personal information including employee information by private employers.
- Common Law.
Unionized workplaces are also regulated by provincial labor relations legislation that provides for collective bargaining rights.
A written contract is not usually required, but it is often recommended. Certain terms are implied into employment relationships under common law, including that the:
- employer must provide a safe workplace;
- employee is entitled to pay for work done; and
- employer must, absent just cause or an enforceable written contract to the contrary, provide reasonable notice of termination to an employee.
Employees in British Columbia cannot have their employment terminated at will. If an employee is dismissed without just cause, the employer must provide a period of notice (or pay in lieu of notice), which complies with the Employment Standards Act and also the common law (unless there is a valid termination clause in an employment contract).
Unless an employment contract provides otherwise, under common law an employee is entitled to reasonable notice of termination, which is usually between one week and one month per year of service depending on an employee's age, length of service, position and marketability. A written employment contract can provide for a different notice period or pay in lieu of notice on termination, provided the following minimum amounts are met (Employment Standards Act):
- one week's notice or pay in lieu, after three consecutive months of employment;
- two weeks' notice or pay in lieu, after 12 consecutive months of employment ;
- three weeks' notice or pay in lieu, after three consecutive years of employment;
- one additional week or pay in lieu for every additional year to a maximum of eight weeks' notice.
If an employee is dismissed for just cause, notice obligations do not apply. Examples of just cause include theft, dishonesty, assault, harassment, fraud, insubordination, and continued incompetence or neglect of duty (after specific warnings that are reasonable and clear that termination will result if the incompetence or neglect continues).
If an employer has acted in bad faith in terminating employment, the employee may be entitled to additional damages. Unionized employees have stronger protection against unjust dismissal as unionized employees may only be terminated for just cause (although they may be subject to layoff for economic reasons). An employer can also be exposed to liability for breaching the provincial Human Rights Code in terminating employment.
A redundancy is not just cause for termination. While an employer can temporarily lay off an employee for redundancy or for economic reasons without giving notice, a layoff exceeding 13 out of 20 weeks is deemed to be a termination, and the employer must provide the applicable notice period or pay in lieu of notice (see “Termination” above).
Mass layoffs are regulated under the Employment Standards Act and the Labour Relations Code:
- under the Employment Standards Act, if the employment of 50 or more employees at a single location is to be terminated within any two-month period, the employer must give written notice to each employee who will be affected, a trade union certified to represent, or recognized by the employer as the bargaining agent of, any affected employees, and the Minister of Labour. The notice of group termination must specify the number of employees affected, the effective date(s) and reason(s) for termination. The notice period or pay in lieu of notice increases with the number of employees terminated. The group termination notice and termination pay requirements are in addition to any individual notice under the Employment Standards Act or any collective agreement.
- under the Labour Relations Code, for unionized workplaces, employers must provide 60 days notice of changes that negatively affect the job security of a significant number of employees to whom a collective agreement applies. Often the notice periods between the Labour Relations Code and the Employment Standards Act will coincide.
Foreign nationals require a work permit to work temporarily in Canada. The fee is C$150. Before a work permit is issued, the Canadian employer must generally first obtain a confirmation or labor market opinion of the job offer in favor of the foreign worker from a federal agency, which must conclude that no Canadian or permanent resident is available for the job. This can take several weeks or months and requires that the position be advertised. There are a number of exemptions to the labor market opinion requirement such as, certain intra-company transferees, certain information technology workers and certain qualified individuals who are citizens of countries with which Canada has signed a bilateral agreement (North America Free Trade Agreement [NAFTA], Canada-Chile Free Trade Agreement [CCFTA] and so on).
Depending on the applicant's citizenship, a temporary resident visa can also be required to travel to Canada. If the foreign national is from a country that is a party to the Canadian Visa Waiver Program, applications for work permits can be made in person at a Canadian port of entry (land, air or sea) and there is no need to apply for a temporary resident visa. Otherwise, a foreign national must apply for both their work permit and a temporary resident visa (additional cost of C$75 for single entry and C$150 for a multiple entry visa) through a foreign visa office. Depending on the visa office the individual is required to use, processing times range from two weeks to six months.
Tax Residency for Employees
For tax purposes, residence is determined by an individual's connection to Canada (including financial, residential, personal and social ties). An individual can also be deemed a Canadian resident for tax purposes in a particular year if the individual resides in Canada for 183 days or more that year.
An individual is considered a resident of the Canadian province where the individiaul resided on December 31 of that particular taxation year.
Tax Rates for Employees
An individual who is resident in British Columbia (see “Tax Residency for Employees” above) during a taxation year is subject to the following taxes on his or her worldwide income from all sources (income includes 50 per cent of capital gains):
Federal Income Tax. Federal income tax rates in 2013 are as follows:
- 15 per cent on taxable income greater than C$11,038 and less than or equal to C$43,561;
- 22 per cent on taxable income greater than C$43,561 and less than or equal to C$87,123;
- 26 per cent on taxable income greater than C$87,123 and less than or equal to C$135,054;
- 29 per cent on taxable income greater than C$135,054.
Provincial Income Tax. Provincial income tax rates in 2013 are as follows:
- 5.06 per cent on taxable income greater than C$10,276 + and less than or equal to C$37,568;
- 7.70 per cent on taxable income greater than C$37,568 and less than or equal to C$75,138;
- 10.5 per cent on taxable income greater than C$75,138 and less than or equal to C$86,268;
- 12.29 per cent on taxable income greater than C$86,268 and less than or equal to C$104,754;
- 14.7 per cent on taxable income greater than C$104,754 and less than or equal to C$150,000.
- 16.8 per cent on taxable income greater than C$150,000.
Canada Pension Plan. For 2013, the employee contribution rate is 4.95 per cent of salary earned in the year, greater than C$3,500 and less than or equal to C$51,100.
Employment Insurance. For 2013, the employee contribution rate is 1.88 per cent of salary earned in the year, less than or equal to, C$47,400.
Non-Tax Resident Employees
A non-resident individual employed in Canada is liable to pay Canadian federal and provincial income tax on their employment income. The rate and extent of taxation is equal to that for resident employees, except as may be reduced by a tax treaty.
An employer is generally required to deduct, withhold and remit in respect of its employees in British Columbia federal and provincial income tax on employment income, and employee and employer pension plan and employment insurance premiums.
Employer contributions for 2013 are:
- Canada Pension Plan. Equal to applicable employee contributions
- Employment Insurance. Calculated as 2.63 per cent of salary earned in the year, less than or equal to, C$47,400.
BUSINESS ENTITY TAXATION
Tax Residency for Business Entities
A corporation will generally be considered resident in Canada for tax purposes if either it was incorporated in or continued into Canada or its central management is situated in Canada. An applicable tax treaty will also be considered when determining residency.
Tax Rates for Business Entities
Income Tax. A corporation resident in Canada must pay federal and provincial income tax on its worldwide income (income includes 50 per cent of capital gains). The federal income tax rate for 2013 is 15 per cent. The British Columbia provincial income tax rate for 2013 is 11 per cent, resulting in a combined federal-provincial tax rate of 26 per cent.
Excise Tax. Excise tax is currently levied in the form of a federally administered Good and Services Tax (GST) at a rate of 5 per cent and a provincially administered Provincial Sales Tax (PST), at a rate of 7 per cent. GST registrants that are exclusively engaged in commercial activities are generally entitled to recover GST payable on input cost.
Non-Tax Resident Business Entities
A non-resident corporation is liable to pay tax on taxable income from carrying on business (including trading) in Canada and from the disposition of taxable Canadian property (subject to any applicable tax treaty).
Taxation of Payments to Foreign Shareholders
Dividends paid to foreign shareholders. These are generally subject to 25 per cent non-resident withholding tax. Applicable tax treaties generally reduce this rate to between 5 per cent and 15 per cent.
Dividends received from foreign companies. An individual or corporation resident in Canada must include in their taxable income dividends received from a foreign corporation. In certain circumstances, a corporation resident in Canada can deduct dividends received from and paid out of a foreign affiliate's active business income.
Interest paid to foreign corporate shareholders. Interest paid to arm's-length parties that is not “participating debt interest” is not subject to withholding tax. A 25 per cent withholding tax applies to any payment to non-arm's-length parties or on any “participating debt interest”. Applicable tax treaties generally reduce this rate to between 0 per cent and 15 per cent.
IP royalties paid to foreign corporate shareholders. IP royalties are generally subject to non-resident withholding tax at the rate of 25 per cent (subject to any reduction under an applicable Canadian tax treaty).
Thin Capitalization Rules
Thin capitalization rules restrict the deductibility of interest payable on debt to certain non-residents in excess of a 1:5:1 debt to qualifying equity ratio.
Foreign affiliate rules require a Canadian resident corporation to include in its income a participating percentage of certain passive foreign income (Foreign Accrual Property Income [FAPI]) of controlled foreign affiliates regardless of whether the FAPI had been distributed. Corresponding deductions are generally available for foreign tax paid by such affiliate on the FAPI.
Income may also be imputed to a Canadian resident from investment in a foreign investment entity of fund. Active business income of a foreign affiliate is generally exempt from Canada's foreign affiliate rules.
Where a taxpayer and a non-arm's-length, non-resident person enter into one or more transactions, the transfer pricing rules generally provide that:
- if the consideration paid in the transaction is not an arm's length amount, the consideration paid is deemed to be the arm's-length amount
- if the transaction is not one which would have been entered into had the parties been at arm's-length (and it may reasonably be considered that the transaction was not entered into other than to obtain a tax benefit), the nature of the transaction entered into is deemed to be that which would have been entered into had the parties been at arm's length.
Taxation of Imports and Exports
Importers are generally subject to Canadian excise tax and duty on goods imported into British Columbia (see “Tax Rates for Business Entities” above). Exporters are not generally subject to Canadian excise tax on duty on goods exported from Canada. The rate of duty depends on the type of goods imported.
Free trade agreements are currently in force between Canada and the US and Mexico (NAFTA), the European Free Trade Association, Chile, Israel, Costa Rica, Peru, Colombia and Jordan.
The application of excise tax generally depends on the use of the imported goods. Goods imported for non-commercial use will generally be subject to GST at a rate of five per cent and PST at a rate of seven per cent. Goods imported for consumption, use, or supply in the course of commercial activities are generally entitled to recover GST payable on input costs.
Canada is a party to over 90 tax treaties, including treaties with the US, UK, Australia, China, Hong Kong and France.
Restrictive Agreements and Practices
The federal Competition Act is aimed at maintaining and encouraging competition in Canada by preventing corporations and individuals from engaging in anti-competitive conduct. The Competition Act applies to all entities, both foreign and domestic, doing business in Canada. The Competition Act focuses on two types of practices:
- Civil matters. These are subject to review by the Competition Tribunal (the governmental entity that hears and decides all applications filed under the Competition Act and any related matters) and include abuse of a dominant position, price maintenance, tied selling, refusal to deal, exclusive dealing, market restriction, delivered pricing, certain misleading marketing practices, and agreements among competitors that substantially prevent or lessen competition.
- Criminal matters. These are subject to prosecution in Canadian courts and include bid-rigging, conspiracies to fix pricing, allocate markets or control production of a product, multi-level marketing, and certain misleading advertising and telemarketing practices.
Civil matters are subject to remedial orders and administrative monetary penalties, whereas criminal matters are punishable by fines and/or imprisonment.
The Competition Act is a federal law. Competition is generally not regulated by provincial or local laws.
Mergers and Acquisitions
The Competition Act applies to mergers, acquisitions, proposed mergers and proposed acquisitions. If the Competition Tribunal finds that a merger or acquisition prevents or lessens competition substantially, then the Competition Tribunal may make an order, such as an order dissolving or prohibiting the merger or acquisition.
For larger transactions meeting certain quantitative tests with respect to factors such as the size of the parties and the size of the acquired business, the parties may have to comply with pre-completion notification rules. Under these rules, the parties will be required to file prescribed information and undertake a waiting period (generally 30 days) before completing the transaction. A person may be subject to prosecution for failing to comply with the pre-completion notification rules.
Foreign-to-foreign mergers and acquisitions are subject to the merger control laws discussed, including the pre-completion notification rules, if the transaction involves the direct or indirect acquisition of a Canadian operating business. There are exemptions from the pre-completion notification rules, such as exemptions for certain types of transactions, but none of the exemptions are specifically targeted at foreign-to-foreign mergers and acquisitions. The Investment Canada Act (see “Foreign Investment” above), may also apply where a transaction involves the foreign acquisition of a Canadian business.
Nature of Right. Statutory rights created by the federal Patent Act. In order to patent an invention, it must be novel, have a useful function, demonstrate inventive ingenuity and not be obvious to someone skilled in that area.
How Protected. A patent application must be filed with the Canadian Intellectual Property Office in order for an invention to be protected. Public disclosure of an invention prior to filing may prevent issuance of a patent.
How Enforced. The patent holder can sue for infringement under the Patent Act, which provides that the court can make orders for relief by way of injunction and/or the recovery of damages or profits.
Length of Protection. An issued patent lasts for 20 years from the filing date, provided the prescribed maintenance fees are paid. In rare circumstances, the life of patent rights can be extended by an act of Parliament, but is not otherwise renewable.
Nature of Right. Common law rights arise in a trade-mark in Canada as soon as it is used in association with wares or services.
How Protected. A trade-mark holder can, under the common law action for passing off, prevent subsequent use of the same or a confusingly similar trade-mark for similar wares and/or services. However, without registration under the federal Trade-marks Act such protection is limited to the geographic area in which the holder has developed a reputation for the trade-mark. Only registration under the federal Trade-marks Act, with the Canadian Intellectual Property Office, gives the holder full legal protection across Canada. It also allows an action to be brought in any court of competent jurisdiction to prevent depreciation of goodwill in the trade-mark.
How Enforced. The right holder can sue under common law and/or the Trade-marks Act, the latter of which empowers a court to grant injunctive relief and/or the recovery of damages or profits.
Length of Protection. A trade-mark is valid for 15 years, but can be renewed indefinitely.
Nature of Right. To qualify for protection, an industrial design must be original and not have been published in Canada or elsewhere more than one year before the filing date.
How Protected. Protection is through registration, under the federal Industrial Design Act, with the Canadian Intellectual Property Office, which examines applications on a “first-to-file” basis.
How Enforced. The right holder can sue for infringement under the federal Industrial Design Act, which provides that the court may make orders for relief by way of injunction and/or the recovery of damages or profits.
Length of Protection. The owner of a registered industrial design has exclusive rights to it for ten years from the date of registration, provided the prescribed maintenance fees are paid.
Nature of Right. Literary works, artistic works, dramatic works, and musical works are protected by copyright law. Copyright does not exist in ideas themselves, but only in the original, fixed expression of ideas.
How Protected. Copyright automatically subsists in a work in Canada on the creation of an original work (whether or not the work was published), if at the time the work was created, the author was a (i) Canadian citizen, (ii) British subject or (iii) citizen of a country that is a member of an international agreement for the protection of copyright to which Canada is a party. Although registration of copyright is not necessary, it is prudent. A registration application must be filed with the Canadian Intellectual Property Office.
How Enforced. Copyright can be enforced by the copyright holder through common law remedies and/or federal Copyright Act remedies such as injunctive or monetary relief.
Length of Protection. In most works, copyright subsists for the life of the author, plus 50 years. If a work was not published before the death of the author, copyright will subsist until publication and for a period of 50 years after publication. A copyright can not be renewed.
Nature of Right. Trade secrets and other confidential information is maintained in strict confidence by the owner of such information and such owners rely on contractual obligations placed on the recipients of the information to ensure information protection. The legal protection of trade secrets and confidential information from disclosure and unauthorized use is based on court rulings under common law.
How Protected. Generally, to be protected, the information in question must have been acquired in circumstances that produce an obligation of confidence. The most common example is the employer-employee relationship.
How Enforced. Trade secret holders may seek redress through the courts in certain circumstances if their secrets are disclosed or misused. The grounds for redress often include breach of confidence and fiduciary duty under common law. There is a duty on the owner of trade secrets to document their creation and use, as well as the measures taken to keep them confidential.
Length of Protection. The length of trade secret protection depends on the owner's ability to maintain the information in confidence.
Agency. While there is no specific legislation governing agency in British Columbia, people who act as agents/brokers in certain industries are regulated by specific legislation, including the provincial Real Estate Services Act, provincial Mortgage Brokers Act, and provincial Securities Act.
Distribution. There is no specific legislation governing distribution in British Columbia, other than liquor distribution.
Franchising. There is no specific legislation governing franchising in British Columbia.
E-commerce is principally regulated by the provincial Electronic Transactions Act which sets out rules for conducting business transactions electronically and governs the validity of electronic contracts and electronic signatures. The federal Personal Information Protection and Electronic Documents Act applies to companies that operate under federal jurisdiction and provides guidelines relating to electronic signatures.
Data protection is principally regulated by public sector and private sector legislation that exists on both the provincial and federal levels. In British Columbia, the following apply:
Provincial Freedom of Information and Protection of Privacy Act. This Act governs the collection, use and disclosure of personal information by provincial departments, agencies and government corporations, and provides individuals a right of access to personal information being held by such public bodies. The Act also establishes rules that provincial public bodies must follow in responding to access to information requests.
Provincial Personal Information Protection Act. This Act governs the collection, use and disclosure of personal information by private sector organizations (both companies and non-profits) in British Columbia, and provides individuals a right of access to personal information being held by such organizations.
Federal Personal Information Protection and Electronic Documents Act. This Act applies to federally-regulated private sector organizations (i.e., in the transportation, communications, broadcasting, federal banking and offshore sectors), as well as to the collection, use and disclosure of personal information by provincially-regulated private sector organizations across provincial and international borders in the course of commercial activities.
Federal Privacy Act. This Act governs the collection, use and disclosure of personal information by federal departments, agencies and government corporations, including those operating in British Columbia. The Act also provides individuals a right of access to personal information being held by such public bodies.
Product safety falls within both federal and provincial jurisdictions, with a variety of legislation regulating a wide range of products. The Sale of Goods Act implies statutory warranties if the quality, fitness or performance of a product does not comply with express or implied contractual terms.
In addition, under common law, product manufacturers have a post-sale duty to warn consumers and users of their products of defects and dangers that become known to the manufacturer after its products were manufactured and sold into the marketplace. Post-sale duties for certain types of products also exist under common law.