All of the following refers to correspondence by e-mail between a
Seller in New Jersey who offered in writing to sell a $3,000 computer,
and a Buyer in Colorado who accepted that offer in writing by e-mail.
The Buyer, who accepted the terms proposed by the Seller and modified
in negotiations, sought to modify one of the terms after both parties
had
agreed to them. This demand to modify the accepted terms occurred
within the agreed shipping window, and was a demand to delay shipping.
The Buyer promised an updated release date. The Buyer was seen by the
Seller as attempting, possibly, to withdraw from the agreement by
imposing a further condition of sale, which condition had explicitly
been discussed.
The Seller agreed to the delay, and when no word was heard within the
delay time allowed, reminded the Buyer that no word had been heard and
that shipment would occur toward the end of the shipment window, as
previously agreed.
The Buyer was offended at the Seller's reminder, and went on to
reiterate that the computer was wanted, but that payment would not
occur until one day after shipment due to the press of business. The
Buyer did offer to allow the Seller to delay shipment until the next
day so that payment could be made that day, however the Seller did not
delay shipment.
Questions:
Does the Uniform Commercial Code cover the sale, and if so, was there
a binding agreement on both parties to perform exactly as originally
promised before a shipping delay was demended? If a delay in shipping
had been refused, could the Seller have held the Buyer to the
agreement (however impractical that would have been, given the
distance)?
I understand that when the Seller agreed to the extension of the act
of shipment the terms may have been altered by mutual agreement, but
if the Seller does not further agree to a delay in payment and ships
the
computer within the time frame agreed, must not payment conform to the
agreed terms, else the Buyer be in breach of contract?