• When Does Non-cancelable Mean Non-cancelable?

    From Rick C@21:1/5 to All on Sat Jan 22 18:52:45 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Anthony William Sloman@21:1/5 to gnuarm.del...@gmail.com on Sat Jan 22 19:37:43 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From DecadentLinuxUserNumeroUno@decadenc@21:1/5 to Rick C on Sun Jan 23 06:21:59 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Jasen Betts@21:1/5 to Rick C on Sun Jan 23 07:01:15 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Jeff Layman@21:1/5 to Rick C on Sun Jan 23 07:59:40 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Rick C@21:1/5 to Jasen Betts on Sun Jan 23 02:12:22 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Rick C@21:1/5 to Sylvia Else on Sun Jan 23 03:37:00 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Sylvia Else@21:1/5 to Jeff Layman on Sun Jan 23 22:19:54 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Sylvia Else@21:1/5 to Rick C on Mon Jan 24 11:05:56 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Rick C@21:1/5 to Sylvia Else on Sun Jan 23 17:16:02 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Sylvia Else@21:1/5 to Rick C on Mon Jan 24 13:24:16 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Jeff Layman@21:1/5 to Sylvia Else on Mon Jan 24 09:07:49 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Sylvia Else@21:1/5 to Jeff Layman on Mon Jan 24 22:14:09 2022
    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.

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Martin Brown@21:1/5 to Rick C on Mon Jan 24 11:29:31 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Jeff Layman@21:1/5 to Sylvia Else on Mon Jan 24 13:16:47 2022
    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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)
  • From Rick C@21:1/5 to Jeff Layman on Mon Jan 24 10:08:31 2022
    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.

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

    --- SoupGate-Win32 v1.05
    * Origin: fsxNet Usenet Gateway (21:1/5)