The Battle of the Purchase Order and Acknowledgment

A contract was formed, but Seller's 12-month term does not govern. Under UCC § 2-207(1), a definite and seasonable expression of acceptance operates as an acceptance even though it states additional or different terms, unless it is expressly made conditional on assent to those terms. Seller said 'We accept,' not 'We accept only if you agree to our terms.' The contract therefore formed when Seller sent the email and later performed.

Seller's 12-month warranty is an additional or different term. It does not become part of the contract for two independent reasons. First, Buyer's purchase order expressly limited acceptance to its own terms, triggering § 2-207(2)(a). Second, a shortened warranty and disclaimer of consequential damages are material alterations under § 2-207(2)(b), because they substantially change the risk allocation. Buyer's later acceptance of the goods does not constitute assent to Seller's terms; Article 2 uses course of performance and § 2-207(3) to fill the contract, not to impose unaccepted terms. The 24-month term is part of Buyer's offer, and Seller's unaccepted proposal does not displace it. At minimum, the 12-month term is excluded.

Yes, because the disclaimer did not become part of the contract. Seller's no-consequential-damages clause was an additional term in its acknowledgment. For the same reasons that the 12-month warranty fails, the disclaimer fails: Buyer's offer expressly limited acceptance, and a consequential-damages disclaimer is a material alteration that would cause surprise and hardship. Buyer's silence and acceptance of two shipments are not a manifestation of assent to that clause. Under UCC § 2-207(3), the terms of the contract are those on which the writings agree, plus gap fillers; the writings do not agree on excluding consequential damages, so the UCC default applies. Buyer may recover consequential damages if it proves they were foreseeable at the time of contracting and caused by Seller's breach. The $150,000 in lost profits from damaged equipment may be recoverable if Buyer shows the loss was foreseeable and not avoidable. Buyer still must mitigate, but the disclaimer itself does not bar the claim.

No. UCC § 2-201 requires a writing sufficient to indicate a contract for the sale of goods over $500, signed by the party against whom enforcement is sought, and stating a quantity. Here both the purchase order and Seller's email acknowledgment are writings. They identify the goods, the 1,000-valve quantity, and the price. Seller's email is an electronic record that can satisfy the signed-writing requirement under the UCC and applicable e-signature law. In addition, Buyer accepted and paid for two shipments, which satisfies the partial-performance exception for those goods and supports the existence of the larger contract. Seller is the party seeking to avoid the contract, and its own acknowledgment helps establish the quantity. Because the writings and performance satisfy § 2-201, the statute of frauds does not bar Buyer's breach-of-warranty claim.