MSA and Order Form Conflict Register
Six documents and three sheets that sort every order form difference into a conflict, a supplement or a purported amendment before anything gets resolved.
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Conflict Register · Halvern Systems and Kestrel Freight, one master and seven order forms
Nineteen differences, and the precedence clause reaches six
| Ref | Form | § | Subject | Kind | Governs | Acting on the losing words |
|---|---|---|---|---|---|---|
| C‑1 | OF‑3 | 11.2 | Cap set to that form's own fees | Conflict | Master | Reserve booked at 96,000 |
| C‑3 | OF‑4 | 16.1 | New York law and venue | Conflict | Master | Complaint being drafted there |
| C‑5 | OF‑6 | 9.4 | Affiliate data hosted in the EU | Conflict | Master | DPO briefed on EU hosting |
| C‑6 | OF‑7 | 14.1 | Notices to the procurement inbox | Conflict | Master | Cure notice served there |
| S‑3 | OF‑5 | 6 | 99.95 percent uptime with credits | Supplement | Order form | none |
| S‑4 | OF‑7 | 13 | Convenience exit on 60 days notice | Supplement | Order form | none |
| S‑5 | OF‑6 | none | Cyber cover, customer additional insured | Supplement | Order form | none |
| A‑1 | OF‑4 | 11.2 | Cap measured over 24 months | Fails carve-out | Master | Demand letter priced on it |
| A‑4 | OF‑5 | 3.2 | Successive automatic renewals | Valid amendment | Order form | none |
Six conflicts, nine supplements, four purported amendments
The precedence clause resolves the six. The carve-out disposes of the four, two of them valid and two failing on the signature line. It never reaches the nine, because there is no tie to break where the master said nothing at all.
Eight of the nineteen rows have a named person deciding something today on words that do not govern.
Ask how to stop an order form overriding a protection in the master and you get one answer: an order of precedence clause with an express-amendment carve-out. Ranking is not the only shape that works. The government's own commercial-items contract ranks the schedule of supplies and services first, above its own contract clauses, and splits a single clause across two separate rungs. The question worth asking before any of that is not which document wins. It is whether the two documents are in conflict at all.
Halvern Systems and Kestrel Freight is the stack worked through here: one master from March 2023, seven order forms under it, nineteen differences. Six are conflicts, so the precedence clause resolves them. Four purport to amend, so the carve-out decides them and two fail. Nine are supplements, where the master said nothing and the order form simply governs. Legal read two of the seven forms, and fourteen differences sit in the five nobody reviewed. The positions those forms should have been checked against belong in the contract playbook pack.
One cap clause carries three numbers. The risk register reserves 96,000, taken from the order form. Clause 11.2 reads 977,000 against the invoices. The demand letter asks 1,880,000, priced off an amendment a regional sales director signed. That amendment fails the carve-out. Failing is not the end of it, because Delaware's commercial code says an attempt at modification that misses the signed-writing requirement can still operate as a waiver.
What's in the pack
Conflict Register
One row per difference, classified before it is resolved, carrying what governs, the reason, and who is acting on the losing words.
Values in Force
Every term the master exists to fix once, with each value actually running in the stack and the document that put it there.
Term Allocation
Twenty terms assigned to the master or the order form, each with the reason and its current status across the whole stack.
Precedence and Conflict Note
The clause rewritten as five questions in order, plus the things it cannot do, so a register row cites a rule instead of re-arguing it.
Exposure Note
The cap priced three ways against the invoice history, and the renewal deadline an amendment moved 508 days before it arrived.
Order Form Inventory
Seven forms with fee, date, difference count and whether legal reviewed it, which is the column that reframes the whole exercise.
Order Form Template
Printed fields nobody can edit, a declared amendment block with a reach checkbox, and a named home for operational commitments.
Master Agreement
A reading record of the thirteen clauses that decide register rows, plus the six subjects the master never addressed at all.
How to use it
- 1
Open in River, or take it blank
Hand River the executed master, every order form and schedule signed under it, and one line on which of them legal reviewed. Or take the Word documents and CSV sheets from the template library.
- 2
Turn the precedence clause into a rule
Five questions, in order, before any document gets read against another. The first one asks whether the thing in the folder is even inside the ranked stack, because a purchase order usually is not.
- 3
Classify, then resolve
Every difference gets a kind before it gets an answer. Only conflicts reach the precedence clause, and each purported amendment has the carve-out conditions run on it one at a time rather than together.
- 4
Find the holder, then rebuild the form
For every row that lost, name who is deciding something on the losing words today. What the surviving terms oblige you to do next goes to the obligation register.
Frequently asked questions
Is this free?
The download costs nothing and needs no account. Edit with AI opens a free River account and installs the same pack as a private space, with the agent ready to read your master and the order forms under it. Both buttons point at one pack.
What format are the downloaded files?
Word documents for the six written pieces and CSV for the three sheets. They open directly in Word, Pages, Google Docs, Excel, Numbers and Sheets with no conversion step. The register and the values sheet are the two you will spend time in.
What does Edit with AI actually do?
It reads the precedence clause into a decision rule, diffs every order form against the master, classifies each difference, and runs the carve-out conditions separately on anything that purports to amend. Then it fills the register and counts how many values are in force per term.
We already have an order of precedence clause. What does this add?
A precedence clause is a tie-breaker, and most of the ways a master gets overridden are not ties. Nine of the nineteen differences in the worked stack are supplements the clause never reaches. Reviewing one agreement on its own is the contract review pack.
What happens to an amendment that fails the carve-out?
Less than you would hope. It does not amend anything, but a course of performance is relevant to show a waiver of a term inconsistent with it. So the register asks whether anyone performed as though the failed version were live, and where that evidence would be.
Why is the supplement column the longest one?
Because a master cannot address everything, and every subject it leaves out becomes whatever an order form says about it. Six subjects here, including insurance and audit rights. Those rows have usually been running longest, since nothing ever flagged them as a disagreement.
Does this tell us whether we have a claim?
No. It prices three readings of a cap clause against the invoice history, which is arithmetic on the paper rather than a view on liability or quantum. Serving or answering a contractual notice is the contract dispute and notice pack.