Contracts of purchase and sale whose terms and conditions apply?

These Guidance Notes provide an outline of the relevant provisions, but they are not comprehensive and should not be relied on as authoritative.

Many companies and businesses include their standard terms and conditions of sale and purchase on the back of their standard quotations, order forms and invoices. In a situation where both the buyer (B) and the seller (S) have standard conditions and these conflict, whose conditions apply? This is frequently referred to as "the battle of the forms". The answer is not always easy and although the situation has doubtlessly arisen in a great number of commercial transactions, there is relatively little case law as such disputes are generally settled between the parties without going to Court. Helpful High Court guidance on the ‘Battle of the Forms’ was given in Transformers & Rectifiers v Needs [2015] (EWHC 269) and TRW v Panasonic [2021] EWHC 19.

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