Schedules, annexes, appendices 1

Many agreements contain exhibits. This blog post is the first of a series about schedules, annexes or whatever name you give to it. I divided the subject into parts for readability but posted them at once.

Naming. The naming style – exhibit, schedule, attachment, appendix or annex – is not of significance, except that a chosen term should be used consistently throughout the entire agreement. French lawyers may prefer different terminology, because the translated original term simply fits the English counterpart (e.g. annex vs. annex, appendix vs. appendix); and some industries may have an established terminology. English law firms seem to work with schedules, whilst American firms sometimes prefer attachment or exhibit).

Integral part or stand-alone obligation? Without further explanation, a schedule may be deemed to form an integral part of the obligations of either or both parties. Obviously, the scope or binding nature of such schedule depends on the way it is referred to in the obligatory language of the main agreement. Accordingly, merely attaching the general terms and conditions of sale without explaining to which part of the sale they apply or which provisions apply does not subject a sale pursuant to the body text of the agreement to those general terms and conditions.

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