Hi,

Has anybody heard of the concept of "Silent content"?? As far as I can gather it means that if one does not respond to e.g. a new requirement or specification, then it is accepted due to lack of reply/response.

Is this correct?

Hi,

Has anybody heard of the concept of "Silent content"?? As far as I can gather it means that if one does not respond to e.g. a new requirement or specification, then it is accepted due to lack of reply/response.

Is this correct?

The laws may be different in Denmark than in the US, but I would think that an acceptance by default would have to be part of the original agreement, and not arbitrarily invoked later on. I've never seen it referred to as "silent content."

'Consent', by any chance?

"Implied Consent"? Part of British legal system. No sure if it applies in US or else where but certaintly in Commonwealth Countries.

'Consent', by any chance?

Of course! Silly me :o

"Implied Consent"? Part of British legal system. No sure if it applies in US or else where but certaintly in Commonwealth Countries.

Could you elaborate a bit on this, please :thanx:

If you keep quiet about certain contractual/agreement terms (verbal or otherwise), you are deemed to have accepted it or agreed to it.

Is that what you have in mind?

Regards.

"Implied Consent"? Part of British legal system. No sure if it applies in US or else where but certaintly in Commonwealth Countries.

Yes, but in the context of a business agreement it generally must be a part of the initial contract. For example, I might enter into a contract with a customer that says that if I provide notice of a price increase and the customer hasn't objected within some specified time period, the omission will carry the weight of explicit approval. Unless that has been agreed to beforehand, you generally can't invoke it ex post facto, and the terms of the original agreement will remain in force.

Disclaimer:cool: : Not being a lawyer myself, I might well be ignorant of important facts that might bear on this concept in different jurisdictions. When there is the potential for a contractual disagreement to occur, it's always best to get qualified expert advice.

Yes, but in the context of a business agreement it generally must be a part of the initial contract. For example, I might enter into a contract with a customer that says that if I provide notice of a price increase and the customer hasn't objected within some specified time period, the omission will carry the weight of explicit approval. Unless that has been agreed to beforehand, you generally can't invoke it ex post facto, and the terms of the original agreement will remain in force.

Yes, I agree. There must be a supplementary contract to include new terms for it to be enforceable subsequently. And like you, I am not a lawyer either!

Regards.

Outside of a business setting, one common use of "implied consent" in the US deals with drunk driving. In many (all?) states, simply operating a motor vehicle on a public road provides "implied consent" to an alcohol test. If you refuse the test, you are effectively admitting guilt.

The terminology is also use in emergency situations, where serious injury is taken as implied consent to medical treatment.

Tim F

Outside of a business setting, one common use of "implied consent" in the US deals with drunk driving. In many (all?) states, simply operating a motor vehicle on a public road provides "implied consent" to an alcohol test. If you refuse the test, you are effectively admitting guilt.

The terminology is also use in emergency situations, where serious injury is taken as implied consent to medical treatment.

Tim F

Yes. There are also more touchy situations such as allegations of sexual assault, where failure to object might be legally construed as consent to the act in question.

"Implied Consent" is derived from English Common Law and is referred or stipulated to in the US Court system. Basically it is accepted that if no dissent is stated then "Consent" prevails.

The failure to speak out against implies that you are for. Simple as that.

Ain't it neat what you can learn when studying law and the justice system?

The failure to speak out against implies that you are for. Simple as that.

Well, no, it's not as simple as that. In the case of implied consent to blood-alcohol testing for example, the form that you sign when you accept the drivers license requires agreement to the implied-consent stipulation. In other words, in some cases you have to show that parties to the contract explicitly agreed to the implied consent clause before it's enforceable later on.

It's a complex subject that has different requirements and implications in different situations and different jurisdictions.

Really? I wouldn't have guessed that about drivers licenses and state implied consent laws.

You know of course that I'm jerking your chain

Gert,

Not sure if this is what you are talking about. But when I was under the GE system, they lived/died by terms and conditions, consequential damages stuff. It was basically a tennis game.

If I served the customer terms/conditions (T/C), they were expected to sign. If they did not sign, then by default they accepted them. If they made one mark on it and sent it back, then it 'was back in our court', so we had to address it. Since it was back in our court, customer did not agree, etc. It's like the T/C on the back of a purchase order. If my purchase order has them on there and I am purchasing from you, by acceptance you agree to those terms. Unless, you send an acknowledgement with other/ conflicting T/C on them that I have to deal with. It's a game; who volleyed last is covered.

As others correctly stated, this is really a matter for lawyers, and I am not suggesting there is one hint of accuracy or legal protection in any of that process.

I'm certainly aware of the concept of "implied consent." It's a legal ploy, but it stinks! It has the same aroma of tiny type and the kind of clauses in "pre-printed" contracts which run against the poor schmuck who did not preprint the contract (think about those nasty leases presented by slum landlords to struggling tenants.)

In my opinion, Contract Review is the primary place where those nasty clauses [allowing for implied consent and terrible penalties imposed by imperious customers who want to blame everything on the supplier, regardless if it was really the fault of the customer] should be detected and deleted.

I refused to accept "boiler plate" purchase order restrictions printed in tiny type on the back without going over every single clause and crossing out those I was unwilling to accept. You may think it odd, but almost every prospect agreed to our deletions. Prospects who didn't agree NEVER became customers.

One clause I never agreed to was for a customer to return (at my cost) or refuse goods without my written consent for each case. When customers would balk, I countered with my own clause - "unauthorized return which is later found to be unjustified shall incur a cash penalty of $500 or ten times the value of shipment and two-way shipping costs, whichever is the greater sum."

The best part about such a controversy over clauses is it allows customer and supplier to really discuss the factors which are important to the customer so the supplier can be on guard to meet customer requirements. The customer is put on guard to make sure incoming inspection processes are accurate and when a dispute arises, the parties deal with it as equals, each having an opportunity to determine the actual facts.

Another clause I always added, if not already present, was a "binding arbitration clause" if the parties could not settle the matter between themselves. (Arbitration is almost always faster than trying to go through a civil court system.)

In actual practice, I only had to authorize one return, even though the product met the original specs, because the customer had erred in its design for specifiying a plating finish which would not stand up to its subsequent processing. We determined (after testing samples) the best plating for the parts would be electroless nickel and we agreed to take parts back AT CUSTOMER'S EXPENSE, strip the original plating and replate with electroless nickel, resulting in a net saving of time and money versus scrapping the original parts and starting over. If we had not imposed the clause against unjustified return, we would have been saddled with a $50,000 shipment which met the original specs merely because the customer was experiencing plating failure during production. When the customer took a deep breath BEFORE shipping parts back and possibly incurring a half million dollar penalty, we all had an opportunity to examine the situation and devise a solution which satisfied everyone.

The reality is the customer is NOT "always right."

Good advice on all counts, imo. In my experience, most purchasing people have never read the boilerplate on the backs of the PO forms they use, and many wouldn't understand it if they did read it. Nonetheless, it carries the force of law, and anyone who accepts it blindly is asking for trouble.