Which document prevails in case of conflict?
Objective: Understand the hierarchy of contractual documents and the interpretation rules in case of conflicting clauses.
Legal sources and case law
- Art. 1189 C. civ. - Interpretation of clauses in relation to each other (the coherent whole)
- Art. 1190 C. civ. - Clauses are interpreted against the party who drafted them (contra proferentem)
- Case law principle: special provisions derogate from general provisions (specialia generalibus derogant)
In procurement, several documents often coexist: purchase order (PO), general terms of purchase (GTP), general terms of sale (GTS), quotes, framework agreements... In case of conflict, the law and case law establish priority rules.
🏛️ The pyramid of contractual norms
Mandatory public policy law
Payment terms, GDPR, Sapin II... (cannot be overridden)
Framework agreement / Signed MSA
Main agreement negotiated and signed by both parties
Purchase order
Specific order, subject to the terms of the framework agreement
Annexes & Specifications
Specifications, SLA, rate schedule
General terms and conditions
GTP (buyer) or GTS (supplier) - priority depends on context
💡 Fundamental principle: In case of conflict between documents, special provisions (specific contract) prevail over general provisions (general terms and conditions). And documents signed by both parties prevail over unilateral documents.