合同与履行第 882 / 1632 题

When a contract's documents conflict, an 'order of precedence' clause is used to:

a.Fix the hourly rate charged for work performed on a time-and-materials basis
b.Set the deadline for demanding arbitration after a claim arises
c.Rank the subcontractors by the order in which they will be paid
d.Rank the contract documents so the higher-ranked one controls a conflict

解析

When the signed agreement, the general conditions, the specifications and the drawings disagree — and on a real job they do — an order-of-precedence clause says which one wins, typically the agreement over the conditions over the specifications over the drawings, with addenda outranking what they amend. Without such a clause a court falls back on interpretation rules such as Civil Code §1651, under which specially written terms control over printed ones. (c) is the payment-priority misreading; the clause ranks DOCUMENTS, not people, and payment to subcontractors is governed by B&P §7108.5. (b) confuses it with a notice-of-claim or limitations provision. (a) confuses it with the rate schedule in a time-and-materials contract.

法律依据: Civil Code §1651; cf. Bus. & Prof. Code §7108.5

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