• World Commerce & Contracting
Terms are basically things that we agree to do or not to do. For example, a Tenant agrees to pay money for rent, while the Landlord agrees to let the Tenant occupy the property in return. Or a software company will let you use their software for a predetermined amount of time.
Conditions are items that must be satisfied before the transaction becomes binding upon the seller and the buyer. Or after signing/award, the conditions can be items for dissolution of the agreement.
For example, some buyers insert a condition for due diligence that allows the buyer to verify all important details before committing to purchase.
Or if you fail to deliver on or stick to what was agreed, the conditions can spell out how the contract will be terminated.
Thank you, Mark for explaining it with examples.
• Legal and Commercial Training Limited
The words "Terms and Conditions" are likely to mean nothing more than 'the provisions of the contract'.
However, if the word "condition" is used in the contract, then it could mean that the particular provision is a 'condition' (in the legally technical sense) in that the term is fundamental to the contract. If such a 'condition' is breached, then the innocent party may terminate the contract. A term of a contract may be a 'warranty'. This is a less important term, breach of which will enable the innocent party to claim damages.
The aim that we should be seeking to obtain with contracts is to be as clear as possible and not to rely on a court deciding that you have used 'condition' or 'warranty' in a technical sense.
For example, if the date of delivery is vitally important, you could state that it is a condition but it is better to state that time of delivery is "of the essence". This phrase will mean that the term is indeed a 'condition' enabling the innocent party to walk away and claim damages and obtain the goods elsewhere. If you are agreeing to deliver the goods, you should state the opposite, namely that time of delivery is not of the essence. If you do not and if you are one day late, the other side can walk away. Or you could state that time of delivery is an estimate and that you will use all reasonable endeavours to deliver the goods by that date.
The above is the position in English law.
• Legal and Commercial Training Limited
I would add that Mark is not incorrect in his description of a condition. He is referring to yet another meaning given to 'condition'. Mark is describing a 'condition precedent' which is, as he states, a condition that has to be satisfied prior to the rest of the contract becoming effective. To add some complication, there is also a 'condition subsequent'. This means that the contract is enforceable but will cease to be so if a condition occurs.
Rather than rely on the difference meanings, we should remember that a court will interpret a contract by asking itself what the parties meant when they used the words in the contract. A court will strive to give those words their usual meaning. So, rather than rely on a suspected legal meaning of a word, you could use clear and usual language to state what the deal is and what the contract means.
IACCM Networks are collaborative, community driven professional networking sites. Our contributors publish their
own content as well as links to third-party articles and websites, and IACCM cannot be held responsible for content posted here.
View Content Policy
IACCM cannot guarantee or warrant the accuracy, reliability, currency, completeness or legality of such content, third-party articles, or
linked websites, and disclaim all responsibility for the use of any inaccurate, incomplete or illegal content contained in or linked from IACCM
and disclaim any and all liability to the user for any damages, including without limitation, direct or indirect, special incidental, moral or
consequential damages, loss of profits, opportunities or information or for expenses arising in connection with your use of IACCM, its services,
forums or the site content, even if they (individually or as a group) have been advised of the possibility of such damages, losses or expenses;
do not warrant that IACCM operates error-free, nor that defects, errors or omissions will be corrected, or that IACCM is completely secure;
disclaim any and all warranties of any kind, including but not limited to implied, express or statutory warranties as to non-infringement of
intellectual property rights, or third party rights, title, latent defects, uninterrupted service, merchantability, fitness for a particular
purpose, and freedom from computer viruses; and
do not warrant or guarantee that files available for downloading through IACCM will be free of infections or viruses, worms, Trojan horses or
other code that contains contaminating or destructive properties.
IACCM, including any and all aspects of IACCM, is not a substitute for independent professional advice and users should obtain
any appropriate professional advice relevant to their particular circumstances. Users must exercise their own skill and care with respect to
their use of IACCM and must carefully evaluate the accuracy, currency, completeness and relevance of the material on the site for their
purposes. The user should carefully assess any and all information obtained through IACCM before applying it to the user's situation. Never
disregard, avoid or delay in obtaining professional advice about handling engineered or other nanomaterials or nanoparticles because of
something you have read on this site. The advice the user finds in IACCM is freely offered in good faith, but no legal liability can be
accepted by IACCM, members on IACCM's Implementation Committee, IACCM's operators, content partners, content contributors or providers, or
IACCM contains links to other Internet sites that are external to IACCM. IACCM takes reasonable care in linking Internet
sites but has no direct control over the content of the linked sites, or the changes that may occur to the content on those sites. It is the
responsibility of the users to make their own decisions about the accuracy, currency, reliability and correctness of information contained in
linked external Internet sites. Links to external Internet sites, or links to documents, do not constitute an endorsement or a recommendation
of any material on those sites, or in those documents, or of any third party products or services offered by, from or through those sites or
those documents. Users of links provided by this Internet site are responsible for being aware of which organization hosting the Internet site
To report any innappropriate content, please