Whose T&Cs Win? Handling Competing Business Terms

• Published date: 11 March 2024
• Law Firm: Blaser Mills
• Author: Becky Cooper

Terms of business (T&Cs) are vital for the smooth operation of supply of goods and services for businesses across all industries. A clearer, functional set of standard T&Cs is a hugely valuable business tool that can govern business relationships without the need for individually-negotiated contracts with each customer or supplier, which would be impractical to achieve for busy commercial parties.

While firms strive for clearly drafted T&Cs setting out their delivery obligations, liability and apportionment of risk against a supplier or customer, this can be undermined if the supplier or customer instead seeks to impose their own T&Cs on the relationship. It is therefore important to understand whose T&Cs will prevail to any business contract. In legal doctrine, this is known as the "Battle of the Forms".

In most cases, if two contacting parties each seek to impose their own equally-balanced T&Cs, the courts will apply the rule that the "last shot...