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What happens if the contract documents contradict each other?

An order of precedence clause decides which document wins, so a low-ranked set of conditions can quietly lose.

Updated: 22 August 2026

The answer

The order of precedence clause decides which document wins, so a lower ranked set of terms can quietly lose. A construction contract is rarely one document: it is a bundle, the conditions that set out the legal rights and duties, the amendments that change them, plus specifications, drawings and appendices, and these contradict one another far more often than anyone admits. An order of precedence clause is the tie breaker: it lists the documents in rank order and says that if two clash, the higher ranked one wins. The trap is a ranking that puts a technical document like a specification above the conditions, because then something legal sounding buried in the specification can override the negotiated terms without anyone noticing. So check the ranking, and read the technical documents for terms doing legal work in the wrong place.

Example

Say an electrical subcontractor negotiates the conditions hard and gets payment set at 30 days. Weeks into the job they apply and are told it is 45 days, not 30. Buried on page nine of the technical specification is a line saying payment shall be within 45 days. The order of precedence clause ranks the specification above the conditions, so on a clash the specification wins and the 30 day term they fought for is overridden. The number was hiding in a document nobody expected to carry legal weight, and the ranking, not the negotiation, decided the outcome.