It’s ideal for both a buyer and seller of goods to have a clear, mutual understanding of the terms and conditions that apply to their transactions and relationship generally. In a perfect world, the parties to a sale would agree to the operative terms and conditions via a signed writing. But for a variety of practical reasons, that isn’t necessarily how things play out—in many instances, there is ambiguity as to whose (if anyone’s) terms and conditions apply to a particular sale of goods.
So, how does a court determine the terms of a sale where the buyer’s and seller’s terms differ? A recent decision by the U.S. District Court for the Eastern District of Michigan, in TE Connectivity Corporation
v. Sumitomo Electrical Wiring Systems, Inc., provides some insight.