Battle of Forms in CISG with Study in Iranian Law

Nowadays، due to the ever-increasing trade arrangements in international arena and the impossibility of reviewing all terms and conditions of each contract، traders are left with no choice but to use standard forms، which are inclusive of contractual terms and provisions. It is problematic to use such forms when the parties go on to perform the contract، disregarding the discrepancies existent in the forms. The question arises now is that whether such a contract can be deemed concluded? In case the answer is affirmative، one should see based on whose form’s terms and conditions the contract should be entered into? CISG has no explicit provision with respect to this phenomenon known as “battle of forms”. Scholars are in disagreement as to whether one can infer the answer from the CISG’s provisions. Iranian law is also silent in this connection. Apparently، considering that a non-conforming acceptance is not looked at as a new or a counter-offer and whereas no contract has been concluded، it is negated to decide that the terms of which form prevail. Obviously، in such a situation، the relations of the parties are regulated and analyzed by recourse to the general principles of contracts regarding null and void agreements.