Battle of the Forms If parties to a transaction do not commit their understanding to writing, or if they engage in a battle of forms with

neither party assenting in writing to the terms in the form sent by the other, the law will imply a contract with terms that are very much to the advantage of the Buyer and the disadvantage of the Seller including: 1. 4 year warranties 2. Implied warranties of fitness for a particular purpose and merchantability 3. Recovery of consequential damages (lost profits) in the event of a breach of warranty or contract 4. No Force Majeure The point is that a Seller must exercise a degree of prudence in concluding a sales transaction, especially since its obligations are far more complex than those of the Buyer, whose principal obligation is merely to pay the price. Before you relegate formal documentation of an agreement to the level of a handshake or otherwise minimize the importance of the paperwork, you should have an understanding of the consequences. Your understanding the law of commercial transactions could save your business thousands of dollars annually. However, you must also remember that rules of law are never absolute and that their application is never purely logical or mechanical. Nor can rules of law offer crystal-clear answers to each of the innumerable problems that can arise in the course of the creation and performance of a contract. This discussion can only give you an idea of the general law, the broad parameters of a few of the issues inherent in any sales contract, not dispositive guidance.