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Invoice Acceptance The buyer who repeatedly pays invoices on which the general conditions of sale (GTC) are printed is deemed to have accepted these conditions, even if he has not signed the invoices. This important legal principle was recently affirmed by the Court of Cassation in a case between a French distributor and a German supplier. The distributor had filed a lawsuit against its supplier before a French court, alleging the sudden termination of their commercial relationship.
Implied Acceptance of Terms: The Legal Implications of Payment without Signature:-
The German supplier contended that the dispute should be settled in Germany, as its Terms and Conditions (T&Cs), printed on the back of the invoices sent to the distributor, explicitly stated the jurisdiction of German courts in case of any disagreement. On the other hand, the distributor argued that these T&Cs could not be applied since he had never signed the invoices or any document explicitly referencing them.
In a significant decision, the Court sided with the German supplier. The Court concluded that even though the distributor had not signed any document containing the jurisdiction clause, it was sufficiently established that he had accepted it through the repeated payment of invoices on the back of which the GTC were printed. In other words, by consistently fulfilling payment obligations without raising objections to the terms, the buyer was deemed to have tacitly agreed to the conditions outlined in the GTC.
Importance of Reviewing and Addressing Terms: Ensuring Clarity and Avoiding Unintended Consequences:-
This ruling highlights the importance of carefully reviewing the terms and conditions printed on documents issued by business partners. Merely not signing these documents does not automatically nullify their application. If it can be demonstrated that the party was aware of the terms and did not contest them, their acceptance can be implied. Therefore, it is crucial for buyers to exercise due diligence and pay close attention to the terms and conditions stated on invoices, contracts, or any other relevant documents received from suppliers or service providers.
Failing to acknowledge or challenge the terms could potentially have significant implications, including subjecting oneself to the jurisdiction specified in the documents. Consequently, businesses and individuals must be proactive in understanding the terms governing their commercial transactions and promptly raise any concerns or objections if they wish to negotiate or dispute certain provisions.
Ultimately, this case serves as a reminder that contractual terms, even if not explicitly signed, can still carry legal weight if they have been consistently acknowledged through actions such as invoice payments. Awareness, understanding, and careful consideration of the terms and conditions presented in business dealings are crucial to avoid unintended acceptance and potential legal consequences.
