In long contracts the same subject is regulated in several places: the main text, the technical specification, the price list. When these disagree, the real question is which prevails. The answer is often hidden in a small “order of precedence” clause.
An example
Clause 4 gives the delivery period as 45 days, while the Annex 1 technical specification says 30. Clause 13 states “if the contract and its annexes conflict, the annexes prevail”. Result: 30 days applies. If you deliver on day 45 you are 15 days late and the daily penalty starts running.
Order-of-precedence clauses
- “Annexes prevail”: a detail in an annex can override the main text. Read annexes as carefully as the main text.
- “The main text prevails”: conflicting annex provisions do not apply; it is still safer to clean up the conflict.
- No clause at all: which prevails is open to argument, which means a dispute.
How to find conflicts
- List the subjects: Mark subjects with numbers and names in the main text: period, price, penalty, payment term, parties and jurisdiction.
- Search each subject in the annexes: Compare how the same subject is written in the annex; figures, days and rates matter most.
- Find the precedence clause: Find the clause stating which document prevails if they conflict.
What to do before signing
- Notify the other side in writing of every conflicting place and agree on a single figure.
- Turn the precedence clause into a balanced one (for example, the later-dated or more specific document prevails).
- Request and read every annex whose text is not in the document; do not let an annex you have not seen bind you.
To see what changed between two versions, use the Compare PDFs tool; to find conflicts, use the Contract Auditor, which examines clauses and annexes in the same document together.
Compare PDFs — See the clauses added, removed and changed between two versions of a contract.