In putting together a written contract, it is generally best to put all of the agreement terms into the contract and use an integration clause to prevent the application of any terms not in the contract. This puts the obligation on the parties to each make sure the written agreement actually lists everything important to them, and to accept that what is excluded will not apply. Such a process encourages communication and notice and supports the value of the agreement. […]
An integration clause is a provision of a contract which states that the parties intend for the written contract to be a final, complete, and exclusive statement of the agreement. Without such a provision, there is no assumption that the written contract is the complete or exclusive expression of the agreement.
In practice, when parties put together a sales contract they engage in discussions and negotiations regarding how the interaction will take place. What the parties discuss before putting the […]