We've been talking the past few posts about boilerplate language in contracts. This
standardized language that falls towards the end of almost all contract
documents might seem to be excessive and pointless, especially when you're
trying to do the writing yourself.
Don't be so fast to discard it, or to assume that only lawyers care about
print." Let's look at another term. Frequently, contracts will have a clause called a "no waiver" clause.
This language says that just because a party waives its rights in one
situation, does not imply or require them to waive those rights in another
similar or even identical situation. You could say it's protection against the
"no good deed goes unpunished" rule.
In the absence of this clause, if a customer typically
accepted late shipments, the vendor might try to claim that this "course of
dealing" modified the written terms of the agreement, and that they were
permitted to ship late without penalty anytime they wanted. Your behavior would
have "waived" your contract terms. This argument would fail if the contract had
a "no waiver" clause.
In future posts, we will continue our discussion of
boilerplate contract clauses, such the venue and jurisdiction provisions. I'm
sure you're on the edge of your seat waiting, but in the meantime, you may want
to be sure that your contracts have the standard boilerplate that you need. I'm
going to recommend (big surprise) that yours be reviewed by an attorney to make
sure that the boilerplate properly protects you. At least as much as the other
party. Seriously - have your lawyer look at your agreements before you sign, or
better yet, get them to help in preparing them. Don't let something as simple
as a "waiver" clause leave you high and dry.
Isn't protecting your rights and those of your
business a good reason to have a Virginia business
lawyer look over the contracts you prepare yourself?
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