Advice to Sally

Advice to Sally

Advice to Sally

Sally, you are on the wrong because given your explanation, you accepted the goods that the new supplier delivered to your premises. This is so because the Sale of Goods Act holds that the buyer is deemed to have accepted the goods if he does not notify the seller of his rejection of the goods within a reasonable time as outlined in their contract. You received the goods, kept them in your premises, and did not in any way notify the supplier that you do not accept the delivered items. The twelve-day payment grace period set out in the supplier’s invoice lapsed before you could do so. Perhaps you should have read the terms laid out in the invoice before keeping the goods. But failure to do so does not relieve you of the legal burden of meeting the demands of the supplier’s invoice in full. Hence, according to the Sale of Goods Act, the seller is right in assuming that you accepted the goods under his standard terms of sale.

As to whether or not a legally-bidding contract exists between you and the supplier, I will refer you to section 2-207 of article two of the Uniform Commercial Code (UCC 2-207). Clause three of this article states that a contract exists between the buyer and the seller is both parties conduct themselves in a manner that indicates that they recognize that a contract exists between them. Hence, you need not to have signed documents signed by a lawyer, as you suggest, for you to enter into contract with the new supplier. According to the declarations of this article, both of you are deemed to be aware of the existence of a contract between you since you sent the supplier a purchase order form with your standard terms of sale and received back from him a order form with accompanying invoice. Therefore even though you did not sign any documents prepared by a lawyer, both of you are bound by a contract owing to the exchange of business documents between yourselves.

Perhaps another important aspect that you would like to consider is whose terms are controlling in your case. According to the last shot rule, the last document exchanged is the reference point in terms of the terms of a contract. In your case, the supplier sent the last documents which you accented to, as explained herein, by your failure to send him a counteroffer. Hence, you will have to meet all the requirement of the supplier as indicated in the order form, the standard terms of sale and the invoice. Your conditions became null and void the moment the twelve-day period lapsed. Henceforth, the supplier’s terms apply.

Furthermore, I note that you express satisfaction in the goods the supplier delivered to you. It appears to me that he delivered the right quantity, quality and make of goods as you had expected. This is the reason why you were not willing to return them to the seller. From your narration, I observe that you are comfortable with the delivery as you indicate that you are only buying time before you can pay for them. The only issue you have now discovered about them is that their price is a bit higher than you expected. Hence, you cannot return the goods at this point on the basis of either non-conforming goods or excess goods in accordance to the Sale of Goods Act, 1923.

In conclusion, at this point it would be wise for you to reach out to the seller and indicate to them that you are willing to pay the full amount of the you owe them. If you do not, he could press charges against you as he has threatened to do, in which case you could incur extra costs beyond the value of the goods. You could for instance, have to pay him for the legal charges of the case as well as damages he has incurred. However, if you reach out to them, they could allow you to pay only the current amount overdue. It is also possible that you manage to get a good bargain and have the seller waiver the penalty.

References

Brian, R. (2012, Mar 1). Battle of the forms explained (Using a few short words). TheContractsGuy. https://thecontractsguy.net/2012/03/01/battle-of-the-forms-explained-using-a-few-short-words/

Saidov, D. (Ed.). (2019). Research Handbook on International and Comparative Sale of Goods Law. Edward Elgar Publishing.