Battle Of The Forms

It is now common for businesses to adopt standard terms and conditions, but if both the supplier and purchaser try to impose their own standard terms into a supply contract, difficulties can arise in determining whose terms will prevail.

If a supplier offers to contract on its terms and the purchaser attempts to accept but tries to impose its own terms at the point of "acceptance", there is no acceptance at all. Instead this is a counter offer, which is then open to acceptance by the supplier, whether by performance or otherwise.

In practice, this means that the last set of terms despatched prior to the acceptance or performance will be the last shot fired in what we call the...