How to resolve conflicting purchase order terms
Compare the purchase order, seller’s terms and acknowledgement before paying or authorising production. Ask the seller to confirm the agreed changes and document precedence in writing. If work has started or the applicable terms are disputed, obtain legal advice. Record the agreed order documents when buying from Cambridge China Bridge.
Confirm the seller and collect the documents
Start with the company selling you the goods, rather than the factory making them. Match its name across the quotation, purchase order, acknowledgement and invoice. Our guide to who you contract with explains the seller and agent distinction.
Collect the actual versions exchanged: quotation attachments, purchase terms, sales terms, specifications and emails. Save website terms as they appeared when ordering. Include any framework agreement and previous order correspondence. Build a dated sequence showing what each side sent, received and did.
Check how agreement was reached
HMRC’s guidance, framed around English contract law, describes offer and acceptance and explains that acceptance can be by conduct as well as writing. Do not assume an unsigned order means there is no contract. Include payment, production instructions and delivery in the record you give your solicitor.
Do not treat an acknowledgement saying “received” as clear agreement to your purchase terms. Ask the seller to identify what it accepts and what it proposes to change. If its reply attaches conflicting sales terms, resolve those differences expressly before authorising new work.
Agree precedence rather than assuming it
For purchasing decisions, do not assume that your purchase order wins because it says so, or that the latest document settles every conflict. Ask for a jointly confirmed order agreement naming the included documents and their versions, identifying excluded terms and stating which document should prevail where wording conflicts.
A proposed hierarchy could place expressly agreed amendments ahead of the order schedule, followed by the specification and agreed standard terms. Tailor it to the transaction: keep technical acceptance criteria in the specification and commercial commitments in the schedule. Use writing a product specification to prepare the technical attachment.
Resolve each commercial conflict
Prepare a comparison showing the buyer’s wording, seller’s wording and proposed agreement for each disputed point. Cover price adjustments, payment triggers, delivery commitments, ownership, transit risk, inspection, defects, cancellation and liability. Replace vague replies such as “as discussed” with the actual agreed wording.
Ask both sides to confirm the resolved wording and precedence together. Keep the confirmation with the order and give purchasing, finance and inspection staff the same document set. For defective-goods remedies, use goods that arrive wrong; this guide focuses on agreeing the documents before a claim arises.
Get legal advice before taking a disputed step
Obtain a commercial solicitor’s review if either side disputes whether a contract exists or whose terms apply, particularly after payment or production has begun. Also seek review for exclusions, liability caps, indemnities, conflicting dispute clauses or commitments your business cannot absorb. Ask the solicitor to check the governing law and court provisions for the actual transaction.
Send the complete correspondence and document sequence, including previous dealings and actions already taken. Ask which terms were incorporated, what any precedence clause does, and how to record an agreed change. Before cancelling, withholding payment or accepting a settlement, ask about the consequences. Cambridge China Bridge can help assemble sourcing records; disputed legal effects need legal advice.
Frequently asked questions
Do my purchase order terms override the seller’s terms?
Do not assume they do. Ask for express agreement on the included documents, amendments and precedence. If the seller disputes the applicable terms, give the full exchange to a solicitor.
Can a contract exist without a signed purchase order?
Acceptance can be by conduct as well as writing. Preserve emails, payments, production instructions and delivery records; ask a solicitor to assess the particular exchange.
What should a document precedence clause include?
Propose wording identifying the included documents and versions, excluded terms, agreed amendments and which document prevails on a conflict. Obtain the seller’s express confirmation.
What if production started before we agreed the terms?
Preserve the documents and actions already taken. Seek legal advice on contract formation and applicable terms before cancelling or withholding payment, and ask how to document any agreed resolution.