August 16, 2016

I Did Not Agree To That, Or Did I?

By: Tom Oliveri

In last month’s blog, “Shipper’s Confirmation of Sale, Part 2“, I wrote about the importance of confirmations of sale, especially when you have special terms to the sale that you normally do not utilize. Confirmations of sale memorialize the agreement or terms between you as the shipper and the buyer. By the same token, the buyer sometimes may also issue a confirmation of purchase outlining its understanding of the terms of sale and purchase. The purpose of this blog is to make sure that you, as the shipper, read any confirmations you may receive from the buyer to assure that the sales terms match your understanding of the terms of sale as detailed on your confirmation. Also, that there are no additional requirements to the contract that you did not agree to.

For example, just last week, I received a call from a seasoned produce veteran working the sales desk.  The salesperson informed me that when the product arrived at contract destination, the product was inspected and that it made good delivery per the USDA timely inspection. However, the buyer stated the product did not meet contract terms per the confirmation it had issued.

I proceeded to have the shipper email me a copy of the buyer’s confirmation of sale or purchase, and sure enough it had limitations on certain types of condition defects, which the shipper’s product exceeded. In addition, the buyer’s confirmation of purchase indicated that no account of sales is required to be given to the shipper.  This verbiage was all printed on the buyer’s confirmation of purchase which the shipper, 1) did not read and 2) did not object too.

I cannot over-emphasize the fact that whenever you as a shipper receives any email or document from the buyer, whether it be a buyers confirmation of purchase or objection of terms from the buyer, that you immediately respond in writing, either via email or fax your objections. In WRITTEN FORM! You must DOCUMENT!

In “Shipper’s Confirmation of Sale, Part 2” there is an additional link to a sample shipper’s confirmation of sale for your consideration, please modify it to your own situation.

The key to negotiating a valid and binding contract is to first verbally provide a detailed summary of all the terms of sale to your buyer. Once you and your buyer have agreed on the special terms, it is imperative that you memorialize those terms in a Shipper’s Confirmation of Sale. Once the Confirmation of Sale is received by your buyer without objection, you will now have a firm contract.

Please feel free to utilize the sample Shipper’s Confirmation of Sale when modifying your own. I encourage you to please contact me with any questions you might have concerning this issue. If you have any other issue regarding sales terms, please contact me directly at 949-885-2269 or