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The content concerns Finnish legislation.
 

Overlapping General Terms and Conditions

During a sale process it may occur, that a seller attaches their own general terms and conditions to the offer along with provisions concerning the limitation of liability and the buyer attaches their own general terms and conditions. This situation is commonly called a ”battle of forms”. The parties may have begun to apply the agreement without a second thought and if problems or defects arise at a later time, the parties end up with a difficult interpretational situation and have to consider what are the contents of the agreement. There are many options for resolving the dispute. The following examples are mentioned in legal literature:

  1. previously disclosed terms

  2. last-mentioned terms

  3. both options are neglected

  4. the differences between the general terms and conditions are mediated

  5. the party that has not given notice of defect becomes bound by the terms.

Ultimately, the contents of an agreement are determined in a court of law. The problem could have been avoided by negotiating the contents of the agreement in detail. In addition, the use of a framework agreement may prevent this particular contractual risk. In a framework agreement, the parties will negotiate the general terms that will be applied to the orders and supply pursuant to the agreement.