Battle of the Forms Sample Clauses

Battle of the Forms. In the event tesa is deemed to accept any Buyer’s purchase order or other writing, and such acceptance does not occur through a writing signed by an Authorized Repre- sentative of tesa making express reference to these Terms, any resulting contract and the liabilities and obligations of tesa shall be determined solely by these Terms and notice is hereby given that tesa objects to any such terms in such Buyer’s purchase order or other writing. If there is an exe- cuted written agreement of any kind in effect between the Parties, these Terms form a part thereof. If these Terms are first tendered to Buyer before Buyer tenders a purchase order or similar document to tesa, these Terms are in lieu of any terms later submitted by Buyer, tesa rejects all additional or different terms of Buyer, whether confirmatory or otherwise, and expressly limits acceptance to these Terms. If tesa tenders these Terms after the tender by ▇▇▇▇▇ of other terms, whether as part of a purchase order or otherwise, then tesa’s acceptance of any offer by Buyer associated with Buyer’s terms is expressly conditioned upon Buyer’s acceptance of these Terms exclusively and to the exclusion of any proffered Buyer terms and such acceptance is expressly made in reliance on Buyer’s assent to these Terms.

Battle of the Forms. No additional terms and conditions that a Party includes in or with a Purchase Order, Release Adjustment, purchase order acceptance, payment, course of dealing between the Parties or industry custom, or otherwise, shall vary the terms and conditions set forth in this Agreement shall apply except as provided in Section 22.19 below.

Battle of the Forms. This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. Any Orders placed under this Agreement shall be solely governed by the terms and conditions of this Agreement. No general terms and conditions of either party referred to in purchase orders, order confirmations or elsewhere shall apply, unless expressly agreed in writing.

Battle of the Forms. The terms of this Shipping and Transaction Agreement shall govern and not be superseded by terms from any other agreement, invoice or other document sent by you.

Battle of the Forms i. Prevents a party from slipping out of a contract, as one would be able to under the “mirror image” rule for merchants with regards to the sale of goods. Party with the parting “shot” is denied unwarranted advantage. 1. Wherever possible, the UCC tries to find a contract, so as to keep the parties from weaseling out (as they often try to do when the market changes).

Battle of the Forms. This can be a problem when two parties exchange inconsistent standards from contracts. ● Conflict approach (▇▇▇▇▇▇ per ▇▇▇▇▇▇ v Bridge LJJ): The terms of the last offer/counter-offer made will apply and prevail. ● Synthesis approach (▇▇▇▇▇▇ per ▇▇▇▇ ▇▇▇▇▇▇▇): The court will synthesise the terms put forward by both parties. Where buyer and seller terms conflict, options are: ● There may be no contract ● There may have been acceptance by conduct ● There may be non-contractual relief available (i.e. estoppel) Where there is no distinct offer and acceptance (Brambles Holdings) Traditional analysis is a useful tool in most circumstances and is ‘conventional’. But there is still the possibility that a contract could exist without being able to locate the offer and acceptance. If that is the case, you need to ask: 1. In all the circumstances can agreement be inferred? 2. Has mutual assent been manifested? 3. What would a reasonable person in the position of the parties think as to whether there was a concluded bargain? Remember: this is a last resort approach - first look to see if distinct offer and acceptance On the facts, it is clear that an offer and acceptance has been made throughout as (party) made an offer of (offer), to which (other party) accepted through (conduct of acceptance).