In some contracts, in particular operational contracts (e.g., sales, purchase, services) a drafter sometimes includes a miscellaneous provision explicitly excluding the applicability of general terms and conditions. This blog is about such clauses.
For example:
No General Conditions apply. The use of either Party’s standard forms, including any purchase order or order confirmation forms, shall not affect any rights or obligations under this Agreement. Any general conditions appearing on or referred to in such forms shall not apply, except to the extent that they specify information required to be furnished by either Party.
The background of this clause is the obvious practice deployed by many enterprise software applications to print such GT&Cs by default on the back or even in the body of a purchase order. It may be difficult to change those standard texts, given the approval procedures that such enterprise software sometimes impose. Also, parties that (presumed to) have been doing business over a long period of time under general business conditions and convert their business relationship into a custom contract, the agreed terms should apply.
It may well be fairly academic to expect that in a worst case scenario a court would accept a party’s claim that its general conditions apply, but this provision makes sure the negotiated terms (an not those general terms and conditions) apply.
