If the signed terms and conditions of sale say an item is non-cancelable, what circumstances would allow for the sale to be canceled? There was also no delivery date specified.

--

Rick C.

- Get 1,000 miles of free Supercharging
- Tesla referral code - https://ts.la/richard11209

On Sunday, January 23, 2022 at 1:52:49 PM UTC+11, gnuarm.del...@gmail.com wrote:
> If the signed terms and conditions of sale say an item is non-cancellable, what circumstances would allow for the sale to be cancelled? There was also no delivery date specified.

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.

--
Bill Sloman, Sydney

Rick C <gnuarm.deletethisbit@gmail.com> wrote in
news:3b8a77f0-8be4-4cf9-a25c-663251438f41n@googlegroups.com:

> If the signed terms and conditions of sale say an item is
> non-cancelable, what circumstances would allow for the sale to be
> canceled? There was also no delivery date specified.
>

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.

On 2022-01-23, Rick C <gnuarm.deletethisbit@gmail.com> wrote:
> If the signed terms and conditions of sale say an item is
> non-cancelable, what circumstances would allow for the sale to be
> canceled? There was also no delivery date specified.

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.

--
Jasen.

On 23/01/2022 02:52, Rick C wrote:
> If the signed terms and conditions of sale say an item is non-cancelable, what circumstances would allow for the sale to be canceled? There was also no delivery date specified.

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

--

Jeff

On Sunday, January 23, 2022 at 2:32:18 AM UTC-5, Jasen Betts wrote:
> On 2022-01-23, Rick C <gnuarm.del...@gmail.com> wrote:
> > If the signed terms and conditions of sale say an item is
> > non-cancelable, what circumstances would allow for the sale to be
> > canceled? There was also no delivery date specified.
> 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.

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.

--

Rick C.

+ Get 1,000 miles of free Supercharging
+ Tesla referral code - https://ts.la/richard11209

On 23-Jan-22 6:59 pm, Jeff Layman wrote:
> On 23/01/2022 02:52, Rick C wrote:
>> If the signed terms and conditions of sale say an item is
>> non-cancelable, what circumstances would allow for the sale to be
>> canceled?  There was also no delivery date specified.
>
> I suggest that you repost the question in misc.legal.moderated, perhaps
> with more detail such as the country of jurisdiction of the contract.
>

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.

On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
> > On 23/01/2022 02:52, Rick C wrote:
> >> If the signed terms and conditions of sale say an item is
> >> non-cancelable, what circumstances would allow for the sale to be
> >> canceled? There was also no delivery date specified.
> >
> > I suggest that you repost the question in misc.legal.moderated, perhaps
> > with more detail such as the country of jurisdiction of the contract.
> >
> 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.

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.

--

Rick C.

-- Get 1,000 miles of free Supercharging
-- Tesla referral code - https://ts.la/richard11209

On 23-Jan-22 10:37 pm, Rick C wrote:
> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
>>> On 23/01/2022 02:52, Rick C wrote:
>>>> If the signed terms and conditions of sale say an item is
>>>> non-cancelable, what circumstances would allow for the sale to be
>>>> canceled? There was also no delivery date specified.
>>>
>>> I suggest that you repost the question in misc.legal.moderated, perhaps
>>> with more detail such as the country of jurisdiction of the contract.
>>>
>> 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.
>
> 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.

1) Can you cancel, and refuse to pay.

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.

On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
> On 23-Jan-22 10:37 pm, Rick C wrote:
> > On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
> >> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
> >>> On 23/01/2022 02:52, Rick C wrote:
> >>>> If the signed terms and conditions of sale say an item is
> >>>> non-cancelable, what circumstances would allow for the sale to be
> >>>> canceled? There was also no delivery date specified.
> >>>
> >>> I suggest that you repost the question in misc.legal.moderated, perhaps
> >>> with more detail such as the country of jurisdiction of the contract.
> >>>
> >> 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.
> >
> > 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.
>
> 1) Can you cancel, and refuse to pay.
>
> 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.

I'm the seller. Any advice? They are a big dog. I'm a guppy.

--

Rick C.

-+ Get 1,000 miles of free Supercharging
-+ Tesla referral code - https://ts.la/richard11209

On 24-Jan-22 12:16 pm, Rick C wrote:
> On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
>> On 23-Jan-22 10:37 pm, Rick C wrote:
>>> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
>>>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
>>>>> On 23/01/2022 02:52, Rick C wrote:
>>>>>> If the signed terms and conditions of sale say an item is
>>>>>> non-cancelable, what circumstances would allow for the sale to be
>>>>>> canceled? There was also no delivery date specified.
>>>>>
>>>>> I suggest that you repost the question in misc.legal.moderated, perhaps
>>>>> with more detail such as the country of jurisdiction of the contract.
>>>>>
>>>> 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.
>>>
>>> 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.
>>
>> 1) Can you cancel, and refuse to pay.
>>
>> 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.
>
> I'm the seller. Any advice? They are a big dog. I'm a guppy.
>

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.

On 24/01/2022 02:24, Sylvia Else wrote:
> On 24-Jan-22 12:16 pm, Rick C wrote:
>> On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
>>> On 23-Jan-22 10:37 pm, Rick C wrote:
>>>> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
>>>>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
>>>>>> On 23/01/2022 02:52, Rick C wrote:
>>>>>>> If the signed terms and conditions of sale say an item is
>>>>>>> non-cancelable, what circumstances would allow for the sale to be
>>>>>>> canceled? There was also no delivery date specified.
>>>>>>
>>>>>> I suggest that you repost the question in misc.legal.moderated, perhaps
>>>>>> with more detail such as the country of jurisdiction of the contract.
>>>>>>
>>>>> 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.
>>>>
>>>> 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.
>>>
>>> 1) Can you cancel, and refuse to pay.
>>>
>>> 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.
>>
>> I'm the seller. Any advice? They are a big dog. I'm a guppy.
>>
>
> 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.

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".

--

Jeff

On 24-Jan-22 8:07 pm, Jeff Layman wrote:
> On 24/01/2022 02:24, Sylvia Else wrote:
>> On 24-Jan-22 12:16 pm, Rick C wrote:
>>> On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
>>>> On 23-Jan-22 10:37 pm, Rick C wrote:
>>>>> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
>>>>>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
>>>>>>> On 23/01/2022 02:52, Rick C wrote:
>>>>>>>> If the signed terms and conditions of sale say an item is
>>>>>>>> non-cancelable, what circumstances would allow for the sale to be
>>>>>>>> canceled? There was also no delivery date specified.
>>>>>>>
>>>>>>> I suggest that you repost the question in misc.legal.moderated,
>>>>>>> perhaps
>>>>>>> with more detail such as the country of jurisdiction of the
>>>>>>> contract.
>>>>>>>
>>>>>> 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.
>>>>>
>>>>> 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.
>>>>
>>>> 1) Can you cancel, and refuse to pay.
>>>>
>>>> 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.
>>>
>>> I'm the seller.  Any advice?  They are a big dog.  I'm a guppy.
>>>
>>
>> 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.
>
> 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.

On 23/01/2022 10:12, Rick C wrote:
> On Sunday, January 23, 2022 at 2:32:18 AM UTC-5, Jasen Betts wrote:
>> On 2022-01-23, Rick C <gnuarm.del...@gmail.com> wrote:
>>> If the signed terms and conditions of sale say an item is
>>> non-cancelable, what circumstances would allow for the sale to be
>>> canceled? There was also no delivery date specified.
>> 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.

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.

> 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 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.

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

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.

--
Regards,
Martin Brown

On 24/01/2022 11:14, Sylvia Else wrote:
> On 24-Jan-22 8:07 pm, Jeff Layman wrote:
>> On 24/01/2022 02:24, Sylvia Else wrote:
>>> On 24-Jan-22 12:16 pm, Rick C wrote:
>>>> On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
>>>>> On 23-Jan-22 10:37 pm, Rick C wrote:
>>>>>> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
>>>>>>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
>>>>>>>> On 23/01/2022 02:52, Rick C wrote:
>>>>>>>>> If the signed terms and conditions of sale say an item is
>>>>>>>>> non-cancelable, what circumstances would allow for the sale to be
>>>>>>>>> canceled? There was also no delivery date specified.
>>>>>>>>
>>>>>>>> I suggest that you repost the question in misc.legal.moderated,
>>>>>>>> perhaps
>>>>>>>> with more detail such as the country of jurisdiction of the
>>>>>>>> contract.
>>>>>>>>
>>>>>>> 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.
>>>>>>
>>>>>> 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.
>>>>>
>>>>> 1) Can you cancel, and refuse to pay.
>>>>>
>>>>> 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.
>>>>
>>>> I'm the seller.  Any advice?  They are a big dog.  I'm a guppy.
>>>>
>>>
>>> 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.
>>
>> 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?

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?

--

Jeff

On Monday, January 24, 2022 at 8:16:54 AM UTC-5, Jeff Layman wrote:
> On 24/01/2022 11:14, Sylvia Else wrote:
> > On 24-Jan-22 8:07 pm, Jeff Layman wrote:
> >> On 24/01/2022 02:24, Sylvia Else wrote:
> >>> On 24-Jan-22 12:16 pm, Rick C wrote:
> >>>> On Sunday, January 23, 2022 at 7:06:05 PM UTC-5, Sylvia Else wrote:
> >>>>> On 23-Jan-22 10:37 pm, Rick C wrote:
> >>>>>> On Sunday, January 23, 2022 at 6:20:03 AM UTC-5, Sylvia Else wrote:
> >>>>>>> On 23-Jan-22 6:59 pm, Jeff Layman wrote:
> >>>>>>>> On 23/01/2022 02:52, Rick C wrote:
> >>>>>>>>> If the signed terms and conditions of sale say an item is
> >>>>>>>>> non-cancelable, what circumstances would allow for the sale to be
> >>>>>>>>> canceled? There was also no delivery date specified.
> >>>>>>>>
> >>>>>>>> I suggest that you repost the question in misc.legal.moderated,
> >>>>>>>> perhaps
> >>>>>>>> with more detail such as the country of jurisdiction of the
> >>>>>>>> contract.
> >>>>>>>>
> >>>>>>> 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.
> >>>>>>
> >>>>>> 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.
> >>>>>
> >>>>> 1) Can you cancel, and refuse to pay.
> >>>>>
> >>>>> 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.
> >>>>
> >>>> I'm the seller. Any advice? They are a big dog. I'm a guppy.
> >>>>
> >>>
> >>> 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.
> >>
> >> 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?
> 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.

--

Rick C.

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