Quite often, in civil contracts concluded between individuals or organizations, the phrase “is ... is an integral part of the contract” appears in the text. Few people understand what these words mean and what role they play in resolving any disputes related to contractual relations.
Agreement conditions
By itself, any agreement is an agreement of the parties, which the latter have reached under all conditions. These include essential conditions and conditions that the legislation does not classify as binding. All this may or may not be included in the contract. Also, those conditions that any party considers necessary to include in the contract are mandatory for inclusion.
Applications
Some of the terms of the contract may not be included in its text itself, but in the annexes. Basically this is done for convenience and the ability to change the necessary conditions.
For example, if the parties enter into a contract for the supply of products, then they are determined in the contract with the subject, rights and obligations of the parties, with the procedure for the delivery and receipt of goods, payment. Moreover, they can indicate in the text that the supplier is obliged to deliver the goods in accordance with the annex to the contract. Thus, subsequently, without changing the main contract, the parties can regulate its terms by an application in which they will determine the name, quantity, price and the like.
And so that the application does not “get lost” in the event of a sudden dispute between contractors, the text of the contract indicates that the application is an integral part of it.
Case study
Imagine that a conflict between the parties did happen. Consider it using the same delivery as an example.
Pre-trial settlement did not lead to any results, and opponents turned to the judicial authorities to resolve their issue. At the same time, one side (the supplier) does not behave in good faith, claiming that it delivered the goods on time. In the text of the contract, there is no indication of the delivery time, the supplier refers to this, stating that the deadline is not set and the goods were delivered in the period determined by law. However, the contract provides that its integral part is an application, in which certain delivery dates are specified.
If this word were not “inalienable”, the court decision would be on the side of the supplier. But since the application is considered such a part of the contract, the contract itself cannot be considered without it. In such a situation, the court will side with the customer.
Additional agreements
An integral part of the contract is not only applications, specifications and other documents, without which the contract itself is incomplete. To these can and should be attributed additional agreements concluded by the parties.
As you know, the parties are free to conclude transactions and other agreements. They may, by agreement, change their conditions, terminate certain duties and rights, or establish new ones. All this, as a rule, is formalized by the conclusion of an additional agreement.
Changing some paragraphs of this document, counterparties should write in the text that the supplementary agreement is an integral part of the main contract. Subsequently, both the court and other interested parties, considering this agreement, must rely not only on the text contained in it, but also on the changes that are indicated in the supplementary agreement.
An integral part of any contract should always be with the main document. An agreement without it is already inferior and carries the risk of invalidating it in certain cases.