IACCM Contract Management Forum

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2020-08-07 15:20:11

Order Precedence: PO Terms vs MSA Terms

Hi, in case no precedence term is set and/or agreed in any documents including MSA, which term (PO or MSA) will take precedence and the legal ground behind it. Can someone please provide some ideas, comments and experience? Thanks.
 •   2020-08-07 16:15:09
I think the most likely answer is that it will be based on timing - so subsequent agreements may amend the original. However, that also depends on what the core agreement - eg MSA - says regarding the amendment process - for example, does any amendment require formal acceptance? If so, are subsequent documents signed or unsigned? Is acceptance deemed as a result of supply or acceptance?
 •   2020-08-11 20:38:11
Agree with the first post. Depends on timing. Does your PO contain language that the PO supersedes any other agreements? If so, the PO just superseded your MSA.

We have specific language in our MSAs that state that no POs or other forms of agreement can apply. You could also add that language to your sales order or quote documents so the MSA does not get trumped if there is no order of precedence language in your master.

"No terms and conditions contained in any purchase order or other electronic notification or contract shall be of any force or effect."
 •  -  •   2020-08-26 10:06:11
on top of what my colleagues said in the previous posts. if the term of the PO differs from the term of the MSA and the other party agrees to it then it will be binding.
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