Just checking the terms and conditions of one of my suppliers terms and conditions and noticed this clause (as made bold). Does anyone know whether this is in breach of the Unfair Contract Terms Act 1977.

GENERAL. In these conditions "You" or "Your" means any person(s), firm or company that purchases goods from us. All business is accepted by the Company only upon and subject to the following Terms & Conditions of Sales to the exclusion of all other terms (including any terms You purport to apply under any purchase order, confirmation of order, specification or other document). No alterations to these terms shall be accepted unless confirmed in writing by the Company. Your order shall not be binding on the Company unless accepted by the Company in writing.

I read somewhere that also because it doesn't explicitly say "conditions" after "terms" that it voids this exclusion clause.

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Is This Exclusion Clause In breach of UCTA 1977

I read somewhere that also because it doesn't explicitly say "conditions" after "terms" that it voids this exclusion clause.

I highly doubt it. That allegation would not survive a reasonableness test. The mere fact that word "conditions" is missing (or that it does not follow subsequent instances of the word "terms") has nothing to do with negligence, misrepresentation, and other core issues for which the UCTA was enacted. If anything, it would evidence a lack of good faith (which is a prerequisite in contract law) by the party who resorts to that allegation.

Furthermore, from the substance of a contract it is usually clear that "terms" is a shortened reference to the extended and redundant label of "terms and conditions". Indeed, the concept of "terms" encompasses the meaning of "conditions".

  • Are you certain that English law recognizes good faith?
    – user89
    Sep 4, 2019 at 4:09
  • @Chrome When referring to good faith, one should distinguish between (1) a duty to act with honesty in accordance with the contract, and (2) pursuing each other's interests. Compared to other jurisdictions, English law is only more emphatic in that the parties are entitled to pursue their own interests (rather than each other's). But that emphasis does not extend to an entitlement to disavow clauses simply on grounds that a contract only says "terms" instead of "terms and conditions". Sep 5, 2019 at 10:48

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