Representations, Pre-contractual

When negotiating with suppliers, statements made pre-contractually upon which the buyer relies – including oral statements – can become terms implied into the contract, even if they are not written down in the contract as express terms. Some comments are mere ‘puffery’ while other representations made before the contract was signed, but not subsequently incorporated into the agreement, may become implied terms. Only promissory statements become terms; other statements may be treated as mere representations. Good practice is to record what was important from the sales and negotiation process, especially those terms upon which the buyer has relied, and make them express terms in the final agreement. See also Contractual Term, Puffery and Term, Promissory.