Battle of the Forms
Q: My company issued a standard purchase order to a vendor for a rather large quantity of goods manufactured to our specifications. Some of the terms on the seller's acceptance form conflict with the PO. We are in a hurry to get this merchandise.What should we do?
A: First of all, congratulations on having the foresight to read the fine print! By scrutinizing the "boilerplate" language in advance, you are avoiding a situation called the "Battle of the Forms." Generally speaking, under Pennsylvania law, if the terms of a sales transaction in the buyer's and seller's forms are significantly different, then the "knockout rule" will apply. You can still have a binding contract, but the terms of the contract will consist of those terms on which the respective documents of the parties agree.
If one of the parties defaults on the contract, the conflicting terms may become a major issue in court, and lead to a result that neither party is very happy with. Always read the small print on the back of purchase orders, invoices and other business forms. If you disagree with any of them, contact the other party immediately, preferably in writing, and get the details hammered out before going forward with the sales transaction.
