Battle of forms
Battle of the forms
The battle of the forms refers to the situation in which two parties, upon entering into a contract, each apply their own standard terms and conditions, thereby creating uncertainty as to which set of terms governs.
In Dutch contract law, the battle of the forms arises where parties exchange standard terms that conflict with one another. This occurs principally in commercial agreements in which each party seeks to incorporate its own general terms and conditions.
The law offers no definitive solution; the courts may apply either the last-shot rule (whereby the final set of terms prevails) or the knock-out rule (whereby conflicting provisions are disregarded). The issue is particularly relevant in international trade and substantial supply contracts.
In practice, it frequently creates uncertainty as to liability, payment terms or warranties, prompting parties to reach clear agreement in advance on the terms to be applied.
“Due to the battle of the forms between the supplier and the customer, it remained unclear which payment terms applied when the invoice was not paid on time.”
Related terms
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