Scenario: Signed quote with general terms, then PO issued
Objective: Avoid the trap of accepting a quote containing the supplier's GTS without reservation.
Sources
- Art. 1113 C. civ. - Contract formation by meeting of offer and acceptance
- Art. 1118 C. civ. - Acceptance must conform to the offer (mirror rule)
This scenario is very common: you sign or validate a supplier's quote that contains (or refers to) their GTS, and then issue a purchase order.
Accepted quote = Contract concluded
A sufficiently specific quote, accepted without reservation (signature or written agreement), constitutes a valid contract. The supplier's GTS referenced in the quote become part of the contract.
PO issued = What value?
If the PO is consistent with the quote (same products, quantities, prices): it is simply an execution instruction, without modifying the already-formed contract.
If the PO contains different conditions (e.g., different payment terms): beware! The PO may constitute an offer to modify that the supplier must accept.
The quote's GTS prevail over your GTP
If you signed a quote containing the supplier's GTS WITHOUT raising reservations, and then issue a PO with your own GTP, case law generally considers that:
- The contract was formed when the quote was accepted → the supplier's GTS apply
- Your PO only modifies the contract if the supplier expressly accepts it
✅ Best practices:
- Never accept a quote without raising reservations about the supplier's GTS
- Respond to the quote: "Accepted subject exclusively to the application of our attached GTP"
- Include in the PO: "Our GTP prevail over any GTS of the Supplier"
- Negotiate a framework agreement for recurring suppliers