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  1. #1
    Join Date
    Apr 2018
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    2

    Default Contract Terms for Transactions Between Merchants

    My question involves business law in the state of: Ohio
    Since Im not an american I would be glad if someone could help me understand your law. Also Im sorry for my bad english.
    I've been reading online, but still I dont understand the UCC clearly. I will first explain the problem and after that I will put my questions.
    So Ive been working at a company for few months now. The company produces and sells goods /specific plastic objects/ around the world, it sells to a company based in eastern europe. Turns out that there is no written contract between the two companies. Now a conflict arises - Im not really sure what was the reason for the conflict, but the foreign company claims that based on a document attached to a e-mail, we have agreed to their terms and conditions and based on their terms and conditions the laws of the state of Ohio should apply to any conflicts and also that Ohio's courts have the jurisdiction over any suits.
    Now, Im not saying that this is not fair or just, Im trying to understand if it is in agreements with the US laws. So the other company sends the quantity of the objects needed in an excel file (say 100 000 objects ), after that our company produces them and sends/sells them. Few months ago this company sent excel table file with the quantity, but also few days later they sent a "blanket order" + "Terms and conditions" in a pdf file. This blanket order however does not contain any quantity only the name of the object and a new price (the price for one object). Since the new price was good, our company didn't object , It did nothing at all - didn't replay, just sold the next order at the new price. My question is:

    - Based on the US/Ohio's laws did we agree with the terms and conditions by not objecting to it ?

    Thank you

  2. #2
    Join Date
    Mar 2013
    Posts
    18,147

    Default Re: Merchants Exception - Question from Non-American

    Quote Quoting gogo
    View Post
    - Based on the US/Ohio's laws did we agree with the terms and conditions by not objecting to it ?
    Yes.

    Performance is a key element in contract law.

    Here's a simple example. If you offer to buy my car for $1000 and you hand me $1000, I don't have to say anything. All I have to do is hand you the title and you've bought yourself a car.

  3. #3
    Join Date
    Oct 2014
    Posts
    8,119

    Default Re: Merchants Exception - Question from Non-American

    adjusterjack is assuming some things that perhaps he shouldn’t. First, it is not even clear that U.S. contract principles would apply to this. If they do, one would have to look at the entire course of dealing and exactly what was said between the parties to figure out what the terms of the contract were. It may be that by shipping the goods at the new price your firm accepted the terms and conditions that were sent with the “blanket order”. But it may also be that your shipment of goods at the new price effectively constituted a new offer to the buyer. Did the buyer accept the goods and pay for them? There is also the complication that under the UCC, contracts for the sales of goods that exceed $500 generally must be in writing and signed by the party against whom enforcement is sought to be enforceable. There is an exception to that in the case of full performance by a party to the contract, however.

    Your firm may want to consult a contract attorney in Ohio to see if U.S law might apply in the first place and if it does how this would work out under that state’s law.

  4. #4
    Join Date
    Apr 2018
    Posts
    2

    Default Re: Merchants Exception - Question from Non-American

    First, thank you all for answering.

    Since Im bulgarian - in Bulgaria, our law says that in case of deals between merchants if on of the merchants has a GENERAL Terms and conditions, which are known or should have been known by the other merchant (f.e.: they are uploaded on his website), unless the other merchant does not clearly state that he does not agree with them - then he is considered to have accepted them. So I was wondering if there was such statue in the US law. If their Terms weren't pointing to the US law, than it would have been a lot clearer.

    Did the buyer accept the goods and pay for them?
    They did - I guess this would bring us to this : "with respect to goods for which payment has been made and accepted or which have been received and accepted in accordance with section 1302.64 of the Revised Code." http://codes.ohio.gov/orc/1302.04v1
    There is also the complication that under the UCC, contracts for the sales of goods that exceed $500 generally must be in writing and signed by the party against whom enforcement is sought to be enforceable.
    Yes, I know about it. I first thought that they are using the blanket order as a "writing in confirmation of the contract", but somewhere in google books I saw a US law book and I spend some time reading and found out that in order for a writing to be considered "sufficient against" it must contain the quantity of the product.
    There is something interesting, so far AFAIK we never confirmed the orders, we would not answer emails with the excel tables, we would normally send the products directly. In a broader sense, can silence be a sign of acceptance of terms in relationships where silence has been interpreted as such in the past?

    It got my curiosity

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