Failure to respond to emails from your customers who are attempting to change terms or modify the contract could be used as undisputed evidence to prove acceptance of the modified terms as outlined in your customer’s email. This need to respond timely applies from the initial negotiated terms of sale when the contract is consummated, to any final adjustment that may be granted to your customer. Always respond immediately to emails or notifications.

For example, make sure any email received from your customer matches your original terms; if they do not, immediately respond stating you are objecting to any terms that are contrary to the original documented agreement. To reinforce the original agreed terms, which would include the number of cartons to be shipped, price per carton, along with any other line charges, always issue an immediate response countering any conflicting email.

This also holds true for any adjustments you may be considering based on condition problems or market conditions upon arrival. Always remember to document your adjustment so when it comes time for your customer to remit, he pays according to your written adjustment(s), and does not take an additional unwarranted deduction contrary to your email. Also, in the event you receive an email from your customer suggesting that the remittance will be less than what was agreed upon, immediately respond objecting to the change, and reconfirm the correct contract amount.

The reason for stressing the importance of always promptly responding to any attempt on the part of your customer to unilaterally change contract terms is that in the event of a dispute at a later date, the party that will ultimately prevail is the one that has properly and timely documented the events. With the various communication channels available today, timely notice does not mean tomorrow or the next day, but as soon as you receive such notice from your customer. Initial communication may be verbal, but must always be confirmed with an email to create a documented record of the exchange between buyer and seller.

Again, if you fail to respond in a timely fashion to your customer’s email, it will be construed as acceptance of your customer’s modified terms. For this reason always respond timely (immediately) and remember these three words Document, Document, Document.

Please feel free to contact me at TommyO@wga.com with any questions or let me know how I can assist with any other issues.