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
When Does Non-cancelable Mean Non-cancelable?
Started by ●January 22, 2022
Reply by ●January 22, 20222022-01-22
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
Reply by ●January 23, 20222022-01-23
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.
Reply by ●January 23, 20222022-01-23
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.
Reply by ●January 23, 20222022-01-23
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
Reply by ●January 23, 20222022-01-23
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
Reply by ●January 23, 20222022-01-23
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.
Reply by ●January 23, 20222022-01-23
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
Reply by ●January 23, 20222022-01-23
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.
Reply by ●January 23, 20222022-01-23
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
