Hydraulics International, Inc. v. Amalga Composites, Inc.

2022 WL 4273475 (2022)

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Nature of the Case

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Facts

After an internet search identified D as a potential supplier P submitted a Request for Quote to D. Attached to that Request for Quote were six pages of terms and conditions. The terms and conditions required a specific warranty from the seller, demanded indemnification from the seller, and stated that the agreement would be governed by Utah law. The terms and conditions also stated: 'Buyer objects to all additions, exceptions, or changes to these terms, whether contained in any printed form of Seller or elsewhere, unless approved by Buyer in writing. To the extent there are any inconsistencies between these terms and those written on the face of this order, the latter will control.' P's terms and conditions also included 23 'Purchase Order Clauses,' the first of which stated: Each shipment must be accompanied by one legible copy of a Certificate of Compliance/Conformance (C of C). The purpose is to certify that the supplier's material, processes, and finished parts were controlled and tested in accordance with the applicable specifications. All material, components, or other goods or services, as applicable, supplied to P must be traceable to the Original Equipment Manufacturer, as identified on the Purchase Order. The OEM certification must be maintained by the supplier and be made available upon request by P. The certification shall be signed by a corporate officer or other designated responsible individual. D responded with a quote. P then submitted its first of nine purchase orders to D. At the bottom of the purchase order was the following: 'Commencing with this order signifies supplier's acceptance of this PO and its agreement with all P Terms and Conditions, any applicable P Quality Clauses. The following documents are available at www.hydintl.com and are applicable to this purchase order and incorporated herein: (1) P-Purchase-Order-Terms-and-Conditions http://tinyurl.com/73k34nf; (2) P-Purchase-Order-Clauses. http://tinyurl.com/ yajf5czs.' The links are not functional; it is unclear if they linked to P's terms and conditions at the time it sent the invoices to D. D responded with a Sales Order Acknowledgment. Attached to that document was a page of fine-print terms and conditions. The first term included the following: Any term, condition, and/or provision of the customer's order which is in any way inconsistent with these terms shall not be applicable hereto or binding upon the seller. Customer, by accepting any goods covered by these terms, shall conclusively be deemed to accept these terms. Seller's failure to object to terms, conditions, and/or provisions in any communication by the customer will not be a waiver of any terms contained herein. If this order confirmation is issued in response to a prior purchase order or other writing submitted by the customer to the seller, and such form contains terms, conditions, and/or provisions that are additional to, different from, or vary these terms, the seller's acceptance shall be expressly conditioned upon customer's assent to these terms. D's terms included a disclaimer of warranties, a one-year limit for any claims, and a choice of law provision subjecting the agreement to Wisconsin law. An integration clause stated that no additions to or modification of any provision in this contract shall be binding upon the seller unless made in writing and signed by a duly authorized representative of the seller. No course or dealing or use of trade or course of performance shall be relevant to explain or supplement any terms expressed in this contract. P purchased over $300,000 of fiberglass wound spools (often referred to as billet) from D. The first spools were allegedly cracked. The portions of the spools that could be used were manufactured into components for the oil and gas industry. P's customer, a company called Kraken, then experienced problems with the components. P alleges that these failures were a result of D's product not meeting its stated specifications. P sued alleging breach of contract, breach of warranty, and false advertising. D moved to dismiss. The court denied that motion.