Battle of Forms

Battle of Forms

In the context of the sale of goods, the following exemplars are crafted to avoid a battle-of-forms scenario caused by the parties’ exchange of standard-form contracts containing inconsistent or conflicting terms, which would otherwise be resolved by the “last shot rule” or “last document rule” of common law or the “knock-out rule” of the Uniform Commercial Code:

Exemplar C13-1

The parties have agreed and it is their intent that the battle of the forms Section 2-207 of the Uniform Commercial Code shall not apply to these Terms or to any invoice or acceptance form of Seller relating to these Terms. It is the parties’ intent that these Terms shall exclusively control the relationship of the parties, and in the event of any inconsistency between any invoice or acceptance form sent by Seller to Buyer and these Terms, these Terms shall control.

Exemplar C13-2

The parties have agreed and it is their intent that the battle of the forms described in Section 2-207 of the Uniform Commercial Code shall not apply to the Order or to any invoice or acceptance form of Seller relating to the Order. It is the parties' intent that the Order shall exclusively control the relationship of the parties, and in the event of any inconsistency between any invoice or acceptance form sent by Seller to Buyer and the Order, the Order shall control.