What contractual terms apply where the parties exchange conflicting standard forms?
Conflicting quotations, purchase orders and acknowledgements require a document-by-document analysis. The form sent last may govern when performance accepts it, but that is a result of offer and acceptance rather than an automatic rule.
The governing terms are established by objective offer-and-acceptance analysis, subject to any cogent evidence that the parties agreed a different contractual basis
Identify the operative offer, every counter-offer and the act of acceptance. A purchase order that introduces different terms will usually be a counter-offer, and subsequent performance may accept it. A later acknowledgement on different terms may itself become the final counter-offer accepted by performance. The court must nevertheless consider the full objective circumstances. A framework agreement or other clear common basis may displace the apparent result of the exchanged forms.
| Issue | Position |
|---|---|
| Starting point | Apply objective offer-and-acceptance analysis to the full sequence. |
| Different purchase-order terms | They may reject the quotation and constitute a counter-offer. |
| Work or delivery | Conduct may accept the offer then outstanding. |
| Last document | It may govern, but the result is not automatic. |
| Framework or wider dealings | Cogent objective evidence may show that different agreed terms prevail. |
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