In addition, the case law has set four specific limits for entire contractual clauses: as these cases show, the judicial analysis of the clauses of the boiler grid will offer only indications of their importance: the contractual context will always be decisive. This interpretive approach is not limited to entire contractual clauses. As the Court of Appeal recognized in Goodlife Foods Limited/Hall Fire Protection Limited, there is a broader tendency for the courts to maintain the conditions freely agreed between the parties with respect to the actual and contractual context. In that case, it was responsibility for a factory fire. The contractor responsible for the design and installation of the fire protection system is liable under a very broad prescription clause in its terms and conditions of sale, which reads: “We exclude any liability, loss, damage or other consequences for your property, property, persons or other property, directly or indirectly, due to our negligence or delay or malfunction of the systems or components provided by HFS. In the case of defective parts, we only take into account the free replacement of these defective parts. As an alternative to our basic offer, we can offer insurance to cover the risks mentioned above. If necessary, ask for the additional costs associated with this coverage. The Court of Appeal found that the licensee could invoke the exclusion clause.
In considering the adequacy of the clause, the Court of Justice recognized that the clause is largely worded, but is generally reasonable under the agreement. In particular, the Court referred to the insurance agreements and the fact that the contractor proposed to assume responsibility for that insurance for an additional fee. As such, the clause constituted a “completely reasonable division of the risk of loss and damage between two broadly identical commercial concerns and bargaining power.” In total, a TCV is calculated on the basis of total net sales achieved during each contract period, plus additional fees and less one-time rebates. If the purpose of a full contractual clause is to exclude unspoken clauses, it is necessary to ensure that the wording of the entire contractual clause is sufficiently precise for that intention to be clarified.