The incorporation of standard terms into a contract for the international sale of goods is often premised on a mere reference to terms in communications between the parties. It is also premised to the webpage on which the standard terms reside. Critically evaluate how the CISG deals with incorporation of standard terms available and retrievable from the website of one of the parties.
Terms were incorporated both expressly and by course of dealing. The first issue for the court was whether ASD’s standard terms applied at all. The contract had been formed without reference to either party’s standard terms and although some of ASD’s documents included its terms, it seemed no-one at Allen had ever looked at them. However, ASD always insisted that customers wanting credit had to sign an acknowledgement of its terms. There was sufficient evidence to convince the judge that Allen probably had signed at some stage and was therefore bound by ASD’s terms.
The judge also considered whether the terms would have been incorporated via a course of dealing if signature had not been established. The relevant law is as follows:
- Standard terms can be incorporated into a contract in two principal ways other than by express agreement (e.g. signature):
- first, they may be printed on, or referred to in, a “contractual document” (i.e. provided before
or at the time the contract is made); or
- secondly, they may be printed on, or
referred to in, a post-contractual document which is incorporated on the basis of prior dealings between the parties using those documents.
Word limit: 1500-2000 words. In accordance with Law School Policy, words in excess of 2000 words will not be read or marked.
The methodology is the first stage of development of your Research Paper which requires to you critically analyse a topic of current concern in areas of international commercial transactions.