Clients should be reminded that they ought to carefully read all contract communication that they receive. While the UCC has provisions that deal with un-responded to changes in the contract, we feel that these are not enough and have added some additional cautionary language with several new forms for revised chapter 143, Sales of Goods, in an upcoming release of the Pennsylvania Transaction Guide, live on LexisNexis in April. While the forms that are provided are excellent assuming that the client has received a document, which is at variance with the terms previously proposed and knows how to use them, we have taken the liberty of preparing a cautionary note that we would recommend inserting with the form section.
Frequently the purchase order is sent out which has carefully prepared legal clauses and in return a confirmation of purchase order is sent which has contradictory but equally prepared legal provisions. It is our experience that often no one bothers to read either of these documents carefully. If nothing unexpected occurs there is usually little problem but if there is problem such as in the area of risk of loss etc. it is problematical as to which version prevails. The general rule that the last un-objected to document sets the terms should always be remembered. Admittedly the purchase order can contain language that does not allow any variation from the principal provisions.
Elisa Bongiovanni, Joseph N. Bongiovanni III, & Joseph N. Bongiovanni IV are the authors’ of LexisNexis Matthew Bender’s fifteen-volume legal encyclopedia Pennsylvania Transaction Guide. Joseph N. Bongiovanni, III is the senior partner of the law firm Bongiovanni & Berger and has been an Associate Professor of Legal Studies in the Fox School of Business and Management at Temple University for over 20 years. Joseph N. Bongiovanni IV is an associate of the law firm of Marks, O'Neill, O'Brien & Courtney, P.C. in Philadelphia.