When Does Non-cancelable Mean Non-cancelable?

If you could prove fraud, you might be able to undo the transaction. If there was some kind of implied delivery date - some kind of suggestion that they had the parts in stock when they accepted the order - you might get somewhere.

Rick C snipped-for-privacy@gmail.com wrote in news: snipped-for-privacy@googlegroups.com:

Many times an Amazon or ebay purchase is guaranteed by them, because they force any seller listing on their site to agree to it, regardless of the wording of their product ad.

Ooh, a hypothetical question and you leave us guessing as to which side of the contract you are on.

I am not a lawyer.

That question may be less clear than you think it is. Is the product promised before or after full payment is made, is there a time-limit between those events?

a contract ofering delivery whenever in return for payment now is probably not valid, but one offering product some time in the future at an agreed price may be a different matter.

Pretty much only way out is if the contract itself is invalid, or both parties agree to cancel it. In both cases a lawyer may prove useful.

I suggest that you repost the question in misc.legal.moderated, perhaps with more detail such as the country of jurisdiction of the contract.

Ok, maybe I'll keep it unspecified as to which party I am. I don't call the agreement a contract, it is terms and conditions of sale. The PO would be the contract. The product is delivered and payment is made once product is shipped. Standard way of exercising POs.

The PO has language with buyer's standard terms and conditions, but the terms and conditions signed by all parties says it takes precedence over language in a PO or order confirmation. It is the terms and conditions which say the order is non-cancelable.

The terms and conditions of sale are to be governed by the laws of Florida.

The general common law rule is that where a contract doesn't specify a date by which it must be completed, then there's an implied condition that it be within a reasonable time, where "reasonable" will depend on the circumstances.

There may be consumer protection laws that restrict what the contract (including the terms and conditions) can say, and they may depend on the context - for example cold-call sales may have a cooling off period.

In short, it's complicated, and very dependent on the specific facts.

Sylvia.

Yeah, I get that. This is B2B, so no consumer laws involved.

During negotiations problems of procurement was often discussed. Not only was the expected schedule being pushed out, it was becoming more uncertain as negotiation delays increased. This was discussed at length. At no time was a deadline mentioned. It may be noteworthy to mention that this is being bought by company C to integrate into systems for company J and all three companies are signatories to the T&C. In particular, when company J asked about expedited delivery (after the PO was issued), they didn't like the price and said it was not a problem if deliveries extended into 2022.

Soon after the PO was placed an estimated schedule was provided that extended into February of 2022. Not once, but twice there were invoice payment issues that stopped deliveries for some weeks. This is the only point where anyone has mentioned a problem with the schedule slippage. If this was a problem you would expect some mention of a deadline, no?

Yeah, I will have a lawyer involved Monday.

There are two issues, that I can see.

2) Can you get damages in relation to late delivery.

(2) would be very difficult given the absence of any stated delivery time.

For (1), I'd just tell them it's cancelled, and wait to see whether they try to sue you.

Involving a lawyer at this stage looks like an unnecessary expense.

Sylvia.

Tell them in writing that you understand that they've terminated the contract. If necessary, sue for any unpaid invoices for product they've taken possession of, but otherwise cut your losses, and walk away. Involving lawyers on the question of whether they've breached the contract is too iffy, and you could end up paying so much in lawyer fees that you don't come out ahead even if you win.

Sylvia.

I see that the OP did post in misc.legal.moderated and received a reply.

Can you sue in the USA without using a lawyer? Perhaps. Is it sensible to do so? I doubt it where Contract Law is involved. Yes, he could end up paying a lot in legal fees, but would you employ a lawyer to design your electronic circuits? If the answer is "no", why are you suggesting that an electronics expert uses the legal system himself? As the old saying goes, "A man who is his own lawyer has a fool for a client".

Where did I suggest that he use the legal system himself?

Sylvia.

The contract is always cancellable but you might have then to pay the entire sum owed for the goods not supplied and get nothing in return.

Changing your mind about a fitted kitchen might fall into this trap.

The only way to find out for sure is ask a lawyer in Florida whether the specific contract terms are actually enforceable. Even then it might still be a problem if the other side decide to take their chances in the courts. Chasing in a debt from someone who can't or won't pay can consume a lot of time, money and effort.

Is it a business to business sale or business to consumer?

In the UK at least that would matter enormously since a consumer would have their rights protected by the Unfair Contract Terms Act and/or by paying with their credit card if the supplier is uncooperative.

Such a "no cancel" clause might be considered reasonable for some high end goods like bespoke made to measure furniture for example, but not for ordinary run of the mill consumer products like TV's or sofas.

What interpretation did you intend for: "If necessary, sue for any unpaid invoices for product they've taken possession of, but otherwise cut your losses, and walk away. Involving lawyers on the question of whether they've breached the contract is too iffy..."

Are you suggesting that he can sue for unpaid invoices without invoking matters of a breach of contract?

It's not important. I think this is just a matter of wording.

Thanks for your reply.