Battle of the Forms

In May, Sean’s Auto Body (“Buyer”) sent Sunstop Brakes Inc. (“Seller”) purchase order for 20,000 brake pads at $10 a pad for its August 15th shipment. The brakes are used in the shop and are also sold to individual buyers. The purchase order includes in the boilerplate language the following language “Delivery is to be made by Seller to Buyer’s place of business.” Seller sent an acknowledgment agreement stating the agreed to price, quantity, time of delivery, and all other terms except in the boilerplate terms of this agreement there is a provision that reads “Buyer is to pick up the brake pads at Sellers warehouse”. On August 15th no brake pads arrive and Sean the owner calls Sunstop. Sunstop refuses to send the pads and claims that Sean’s Auto Body is in breach of contract by failing to pick up the pads. Sean’s Auto Body is a small store and they do not have the ability to pick up the goods and hiring someone to do it the day of would be expensive.

Question: Has a contract formed and what are the terms?

Sample Solution