We are in the E-commerce business and there is a marketplace that we would like to sell our products on.

They have in their contract a "price parity clause" meaning we have to give the marketplace the best price or the same compared to other marketplaces.

The problem is they take a higher commission than other marketplaces and we cannot give them a better price than other marketplaces.

When I contact their sales team they write to me that they are not going to police that clause also they wrote to me the following by email.

quote “The issue you had is you wanted us to remove the price parity clause. I said we are unable however told you in writing that you were fine to overlook this clause. “

If they write this in email am I still obligated to the “price parity clause”?

1 Answer 1


In some jurisdictions, such clauses are illegal to begin with (ask a lawyer). Maybe the marketplace company knows that and leaves it there just to make sure that whoever doesn't know that the clause is void may think he's bound to it. I've seen similar "behavior" in contracts before.

On the other hand, if they confirm you in writing that you are not bound to the clause, that's a binding agreement that amends the contract as an expression of both parties' wishes and therefore is part of the deal. So it should be fine to sign the agreement with the explicit exclusion of said clause.

  • @pnf What I am worried about that the wording “ you in writing that you were fine to overlook this claus” Is that strong enough wording to indicate to overwrite what it says on the contract? He also told me over the phone they don’t police this action. but I’m worried that sell person wants to recruit us therefore he is using this wording and we still will be bind by contract.
    – swimmer
    May 27, 2022 at 8:31
  • That's indeed strange, and may indicate that the contact that affirmed you where not bound to the clause does not have the competence to say that, but that's not your problem, as I don't see why you should make any assumptions about that (for you, he's an official clerk of said company).
    – PMF
    May 27, 2022 at 9:45
  • For further details, it would be good if you could include the jurisdiction/country you are located in.
    – PMF
    May 27, 2022 at 9:45
  • I think this is the jurisdiction Manhattan, City of New York, NY, USA
    – swimmer
    May 27, 2022 at 15:25
  • Oh, the US has very liberal trade laws, so this is probably not forbidden. But agreements play a big role in US law, so I'm still convinced that a court would consider this "contract addendum" binding for both parties. I can't give legal advice, though, just my perception.
    – PMF
    May 27, 2022 at 16:03

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