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М.б. это поможет: In theory, ‘back-to-back’ sounds simple. The philosophy is that in a supply chain, the sub-supply contract should, as far as possible, be consistent with the supplier’s obligations under the main supply contract. The supplier’s obligations and risks relating to the main contract should pass through to the sub-supplier. In theory, it should work well in both long-term supply arrangements and in one-time supplies for major projects. Yet there is truth in the saying (attributed to Yogi Berra): ‘In theory, there is no difference between theory and practice. But in practice, there is’.
‘Back-to-back’, when used carelessly, may create more problems than it solves. Not everybody understands what ‘back-to-back’ means. For example, a supplier may be asked for a price, and give one. Then when the work is about to start, the buyer may say that they are looking for a back-to-back contract. What the buyer is requesting may sound reasonable: the supplier should accept the same terms and conditions the buyer has accepted towards its customer. Yet if ‘back-to-back’ was not discussed when the price was set and if the supplier does not know the end customer’s terms and conditions, the supplier may be in for a surprise.
‘Back to back’ means different things to different people. The buyer may have referred to it meaning ‘pay when paid’ (or ‘pay if paid’). The buyer may want the supplier to accept the same (unlimited) liabilities and remedies it has accepted. There may a be general reference under ‘definitions’, where ‘the Agreement’ is defined to include not only the agreement between the parties but also the buyer’s agreement with the end customer (as it may be amended from time to time).
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