THE LAW ALLOWS MATERIAL SUPPLIERS TO LIMIT A BUYER'S REMEDIES, BUT CAREFUL CONTRACT DRAFTING IS REQUIRED
Detailed agreements often are not reached in the sales of goods. Frequently, such sales consist only of submitting a purchase order, receiving the goods, receiving an invoice, and then payment. So, when a dispute concerning the goods arises, a question may also arise as to exactly what the terms of the parties' agreement were.
Although in our litigation experience it is not typical for someone to assert that a contractor's contract to "furnish and install" is subject to the Uniform Commercial Code ("UCC") governing sales of goods, we have seen lawyers do it. Significant consequences can flow from the legal conclusion that a contract is governed by the UCC rather than by common law contract rules. For example, the standard for whether a contract has been breached is different under the UCC than it is under the common law, and the UCC implies into contracts (reads into contracts) warranties that the common law does not (and vice versa). So, a party vying for an advantage (to the disadvantage of the other party) in a breach of contract action might assert that the contract is subject to the UCC. Read More . . .
Disputes involving the purchase and sale of materials and equipment will usually be governed by the terms of the purchase and sale agreement and the law applicable to the sale of goods. In this article, aspects of the important "express warranty" are reviewed. Read More . . .