Key points
- Identify the accepted contract version and link it to quotations, schedules, orders and amendments.
- Distinguish authority to negotiate, approve terms and bind the company.
- Retain communications and evidence of performance with their context, and test recovery.
Identifying the agreement and accepted version
The Commercial Code recognises data messages and regulates electronic contracting. Articles 80, 89 bis and 93 address acceptance, legal effect and requirements concerning integrity, accessibility and attribution. Using a digital medium does not remove any special formalities applicable to a transaction. [1]
In business administration, the first control is to identify which proposal was accepted. It is useful to link the contract, quotation, technical schedules, purchase orders and terms incorporated by reference. Where several versions circulate, the records should distinguish preliminary negotiations from the document finally agreed and its subsequent amendments.
Authority, approvals and amendments
An internal procedure can distinguish who negotiates, who approves commercial terms and who has authority to bind the company. This separation helps prevent an operational approval from being treated internally as sufficient authorisation to assume a different obligation. Authority should be reviewed in relation to the specific transaction.
It is also useful to define how scope extensions, price changes, extensions of time and acceptance of deliverables will be documented. Where those agreements are distributed across email, messaging and platforms, the business needs to link them to the correct contract. Traceability helps explain the sequence of decisions without relying exclusively on the recollection of those who negotiated.
Evidence of performance and discrepancies
The file can be organised by obligation: what was to be delivered, by which date, on what terms and how receipt would be established. Orders, reports, supporting documents and communications help reconstruct performance when retained with their context. An invoice or an isolated screenshot does not necessarily explain the entire relationship.
If a discrepancy arises, it is useful to preserve the initial communication, the response, attachments and agreed corrective measures. An orderly record of outstanding matters helps commercial, finance and legal teams work from the same information when assessing options. This documentary work can begin during performance, without waiting for a dispute to arise.
Preserving and accessing messages
When assessing data messages, Article 1298-A focuses primarily on the reliability of the method of generation, storage, communication or preservation. A signature's visual appearance does not replace examination of those elements. [1]
As an operational control, it is useful to retain files and communications with their contextual data, restrict changes and test recovery. Before selecting a platform, export capabilities, continuing access and the availability of attachments should be considered. The retention policy should reflect the transaction and applicable framework; this analysis does not assume that a commercial tool can, by itself, guarantee enforceability.
Sources consulted
- Código de Comercio Articles 78 to 80, 89, 89 bis, 93, 93 bis and 1298-A.
General information. Application to a particular matter requires assessment of its circumstances and the provisions in force.
