Purchase order vs supplier terms: whose apply?
Do not assume your purchase order overrides the supplier's quotation or acknowledgement. Check what was offered and accepted, then resolve conflicting clauses in a written agreement before releasing payment or production. Ask for commercial document coordination from Cambridge China Bridge.
Start with agreement, not the document title
HMRC's guidance, framed around English contract law, explains that a contract consists of offer and acceptance. For a disputed order, ask a solicitor to assess the actual exchange. Do not treat a purchase order heading, an acknowledgement heading or the latest email date as proof that your preferred terms apply.
This guide focuses on resolving conflicting documents before ordering. First confirm your counterparty and its role through agent or seller. Agree the governing law expressly rather than assuming that a UK supplier means a particular legal system applies.
Gather the complete document exchange
Collect the quotation, its attached or linked terms, your purchase order and purchasing terms, the acknowledgement, emails and any existing supply agreement. Save the versions actually exchanged, including website terms referenced in those documents. Record when each was sent and what the recipient replied.
Highlight wording such as 'subject to our terms', exclusions of the other party's terms and references to earlier agreements. Check whether the acknowledgement changes your requested scope. Use comparing supplier quotes for commercial comparison; here, concentrate on contradictory wording.
Turn conflicts into a decision sheet
Copy each conflicting clause into a short comparison sheet. Beside it, record the buyer's requested position, the supplier's position, the proposed resolution and who must approve it. Mark unresolved items clearly rather than assuming that matching product descriptions mean matching contract terms.
Prioritise payment triggers, delivery commitments, specification changes, inspection and rejection arrangements, remedies, liability limits, cancellation and tooling ownership. For example, flag a quotation allowing material substitutions when your purchase order prohibits them. Attach the agreed product specification by its exact revision.
Agree the documents and their priority
Ask for a signed order agreement or an expressly accepted amendment that names the documents and versions to use. Include an agreed order of precedence explaining which document takes priority if wording conflicts. List excluded documents and superseded clauses explicitly. Have a solicitor review contested liability wording or important unresolved risks.
Suggested request: 'Your acknowledgement refers to your sales terms, while our purchase order refers to our purchasing terms. Please resolve the attached conflicts and confirm the agreed documents, versions and priority in writing. Please do not begin production pending our written release.' Treat this as a negotiation request, not a substitute for the supplier's agreement.
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Check the final acknowledgement before release
Compare the revised acknowledgement against the agreed package before paying a deposit or authorising production. Ask the supplier to remove contradictory boilerplate and confirm the approved specification, payment triggers and delivery scope. Give purchasing, finance and the supplier's production contact the same final package.
If payment, production or delivery has already happened, preserve the complete record and seek legal advice before claiming which terms apply or cancelling. For problems with delivered goods, use rejection and claims. Cambridge China Bridge can help coordinate commercial clarifications with its own staff in China; legal interpretation belongs with your solicitor.
Frequently asked questions
Does my purchase order override a supplier's quote?
Do not assume it does. Compare the exchanged documents and replies, then obtain express agreement on the conflicting clauses and document priority before releasing the order.
Do the last terms sent always win?
Do not use the latest email date as your ordering rule. Ask a solicitor to assess a disputed exchange; before ordering, agree the documents, versions and priority expressly.
What if the acknowledgement adds supplier terms?
Flag the added terms immediately. Request a revised acknowledgement or an agreed amendment identifying the accepted terms, excluded wording and document priority.
What if I have already paid the deposit?
Keep the quotation, purchase order, acknowledgement, terms, replies and payment record. Ask a solicitor to assess the position before cancelling or asserting that your terms govern.