What Is Express Terms of a Contract

Express terms are the specific and definite provisions of a contract that have been explicitly agreed upon by both parties. These terms are the fundamental basis for the agreement and outline the rights and obligations of each party. They are usually written, although they can also be oral or implied.

Express terms can be found in various places within a contract, including the main body, appendices, schedules, or annexes. The language used in these terms should be precise and unambiguous to avoid any confusion or misunderstanding. Additionally, any conditions or limitations should be explicitly stated to ensure that both parties fully understand their obligations.

Typically, there are three types of express terms:

1. Conditions: These are the terms that are essential to the contract and are often the main reason for entering into the agreement. Any breach of these terms would allow the other party to terminate the contract. For example, in a sale of goods contract, the condition might be the delivery date.

2. Warranties: These are the terms that guarantee certain aspects of the contract. Breach of these terms would not terminate the contract but would allow the party to seek damages. For example, in a service contract, the warranty could be the quality of the service.

3. Innominate (intermediate) terms: These are the terms that are neither conditions nor warranties. The impact of their breach would vary depending on the circumstances. For example, in a construction contract, the innominate term could be the date by which the building work would be completed.

It`s important to note that express terms can be supplemented by implied terms, which are not explicitly stated in the contract but are still legally binding. Implied terms can be based on custom, usage, or the law.

In conclusion, express terms are the explicit and specific provisions of a contract that outline the rights and obligations of each party. They are essential to the agreement and should be carefully worded to avoid any ambiguity or misunderstanding. Understanding express terms is crucial in ensuring that you fully comprehend your legal obligations and rights under a contract.

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