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If an online company has a posted policy that says your payment is due on the second of every month, but send you an invoice with terms of net 30 and a due date of the thirtieth, is the invoice date the binding date or does the stated payment policy trump the invoice due date?

  • What do you mean by "terms of net 30"? and when did the company send you the invoice? – Iñaki Viggers Jul 5 '18 at 13:22
  • He sent the invoice after I requested one to make a payment. I recieved the invoice july 30th. The invoice he sent showed a due date of july 30, 2018 and had the words Terms: Net 30. I assume net 30 means i have 30 days to pay the invoice. He is saying his policy supercedes the invoice date and now says I forfeit all previous payments. – W. Atchley Jul 5 '18 at 13:45
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    Net 30 is a quite strange reference to payment deadline. It must mean something else. You might want to specify (1) your or the company's jurisdiction (country or state), as that would identify whether the doctrine of contra proferentem or a similar one applies; and (2) whether you signed any contract that establishes both the rule of payment due on the 2nd of the month and the penalization for missing that rule. Absent any such clause, the online company is not allowed to suddenly determine that "this policy supersedes my invoice" as a pretext to forfeit your payments. – Iñaki Viggers Jul 5 '18 at 14:18
  • Thanks! Since this has all been online, I have not signed anything. I did receive an email where he dictates his policy for payment dates. I have made all payments on time to date, but due to technical problems, i was not able to pay on the 2nd. I paid as soon as my issue was resolved and it was within the window of dates on the invoice (prior to july 30th). I just want to make sure of my rights before taking him to court. – W. Atchley Jul 5 '18 at 15:01
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    @IñakiViggers Actually, Net 30 is the most common commercial payment term other than payment on the spot in cash, and means you have 30 days to pay interest free. Your statement that this is "quite a strange reference" is completely wrong. – ohwilleke Jul 5 '18 at 18:06
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This is a direct contradiction rendering the terms ambiguous, and because both terms were drafted by the seller, would probably be construed against them.

  • Both the online policy about payment dates and the quickbooks invoice originated with the seller. Before I go to small claims court to argue, I wanted to know if the invoice date would be an argument to continue with the purchase or if the posted policy would stand and I would be wasting my time. – W. Atchley Jul 5 '18 at 20:18
  • It isn't entirely clear to me which governs, but on balance, the seller created ambiguity argues in your favor. It may not be worth litigating if the amount in controversy is small, but since they owe you, the would have had to sue you to get anything, so simply by not paying you would shift the litigation burden to them. – ohwilleke Jul 5 '18 at 20:29
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is the invoice date the binding date or does the stated payment policy trump the invoice?

It depends on the exact terms of the policy that you agreed upon, which is not clear from your inquiry.

Since this has all been online, I have not signed anything. I did receive an email where he dictates his policy for payment dates.

Beware that having received/read that email is equivalent to having signed the document. In U.S. courts, a party only needs to prove that the adversary was aware of the terms and conditions.

In line with my 2nd comment to your inquiry (about the contra proferentem doctrine) and ohwilleke's answer, you might prevail in a case against that company. Hence the relevance of what jurisdiction you are in, since I am not sure that all countries incorporate that doctrine in their contract law.

  • I'm not sure I agree with this, I'd like to see some precedent: "Beware that having received/read that email is equivalent to having signed the document. In U.S. courts, a party only needs to prove that the adversary was aware of the terms and conditions." There has to be some acceptance on part of the receiver, otherwise I could send contracts via email with read receipts and bind my customers without them agreeing to it. The mere delivery and knowledge of a document doesn't necessarily constitute acceptance. – Ron Beyer Jul 5 '18 at 18:16
  • @RonBeyer Under contract law, the OP's conduct subsequent to reading the [email about] payment policy could be construed as informed and willful acceptance of the terms and conditions. In this case, the OP's subsequent conduct would be inferred from his continued use of the service provided by the company. Hence the importance of reviewing the exact terms of the policy and the application of contra proferentem. – Iñaki Viggers Jul 5 '18 at 18:55
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    The key there though is the "continued use of the service", not the reading/opening of the email. You can't infer acceptance without "continued use". Just like I can't email my customers half-way through a contract changing payment terms to NET5, they would have a right to reject those terms, terminate the contract, and pay based on the original terms. Reading does not mean acceptance, continued use does. – Ron Beyer Jul 5 '18 at 19:04
  • @RonBeyer "Reading does not mean acceptance, continued use does". That's why I referred to "OP's conduct subsequent to reading the [...] payment policy" in my previous comment. – Iñaki Viggers Jul 5 '18 at 19:41
  • I always paid on-time for previous payments, but missed this one by 2 days due to no internet connection. I informed the business that I was paying as soon as possible and then paid on the 4th. I paid from the invoice he sent on the 30th and that invoice shows a due date of July 30th. I will probably chalk this one up to lesson learned and be more careful with my business in the future. – W. Atchley Jul 5 '18 at 20:20
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As an alternative approach to "having the terms read against the person that wrote them" as suggested by ohwilleke, I put forth another perspective -

The terms of the agreement would need to be known before the agreement was made - anything which comes afterwards (and which does not have the consent of both parties) is irrelevant - thus the terms on the website/stated policy would prevail provided it was clearly laid out and disclosed prior to completion of the purchase.

His saying you "forfeit all previous payments" would appear to be naive on his part, but similarly the payment date specified on the invoice is likely a mistake and I believe would be treated as such.

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