Most commercial supply relationships are formed by exchanging forms that disagree, and the resulting contract depends on what each form says.

Buyer’s purchase order typically includes specifications, delivery dates, price, inspection and rejection rights, warranties, indemnity, insurance requirements, and a statement that acceptance is limited to the terms of the order.

Seller’s acknowledgment typically disclaims implied warranties, limits remedies, excludes consequential damages, adds a security interest and reserves price adjustment rights.

Limiting acceptance. A buyer’s order stating that acceptance is expressly limited to its terms prevents the seller’s additional terms from entering the contract between merchants. A seller’s acknowledgment conditioning acceptance on assent to its terms makes the response a counteroffer, and performance then produces a contract on the terms the forms agree plus statutory gap-fillers.

The practical answer. Read the counterparty’s form, object in writing promptly to terms you will not accept, and for significant relationships negotiate a master agreement so the forms are administrative.

Master agreements with orders subject to the master’s terms, and an express provision that conflicting terms on any order or acknowledgment are of no effect, resolve the whole problem in one clause.