Two companies who went to court in an argument over whose terms and conditions applied to a contract between them, have both lost out.
The ruling from the High Court has said that neither company made enough efforts to deliver up their terms and conditions to the other side, leaving both without a leg to stand on in a dispute over a supply of rubber gaskets.
The dispute arose between Transformers & Rectifiers Ltd and Needs Ltd [2015]. Needs argued that its terms and conditions applied to the sale of the gaskets, so that its liability for breach was limited to the contract sum, but Transformers & Rectifiers said that its terms and conditions applied because they were printed on the back of the purchase orders.
The commercial relationship had been going on for more than 20 years and orders were placed for the gaskets and other components every week by fax, e-mail and sometimes by post. What was important was that the terms were printed in a pale typeface on the reverse of the purchase order with no reference to them on the face of the purchase order. When the orders were faxed or emailed, the reverse side was not included in the transmission.
Similarly, Needs referred to their standard terms and conditions in their order acknowledgement, but did not provide a copy of them or print them on the reverse. As a result, both companies failed to have their terms and conditions upheld in deciding the contract, with the High Court saying that neither party's terms and conditions were sufficiently incorporated into the purchase process.