When the paperwork disagrees with itself
Sales of goods in New York and most other states are governed by the Uniform Commercial Code, which fills in terms the parties never agreed on and has its own rules for conflicting forms. When a buyer's purchase order and a seller's acknowledgment carry different terms, working out which ones control can be technical and uncertain, and the answer often surprises both sides. A signed manufacturing agreement, sometimes called a master supply agreement, reduces that uncertainty by stating which document governs and how later orders fit under it. Without one, the warranty disclaimers and damage limits a supplier relies on may not be part of the contract at all. Long relationships built on informal paperwork are where this comes up most.
Collecting the documents that define the deal
Pull together the master agreement if one exists, along with a representative set of purchase orders, acknowledgments, invoices, and any website terms referenced in them. Specifications, drawings, and quality requirements should be gathered with their revision history, since disputes often turn on which version applied to a given lot. Keep emails about delivery dates, forecasts, and price changes. If there is a defect claim, preserve samples and inspection records, and hold off on destructive testing until both sides have discussed how it will be done. Evidence of how the parties actually behaved over time can matter as much as what the forms say.
Terms we focus on first
In reviewing or drafting a manufacturing agreement, we usually begin with the provisions that decide money in a bad year: warranty scope and remedies, limits on liability, price adjustment mechanisms, and what counts as an excused delay. We also look at forecasting and capacity commitments, exclusivity, and how inventory and tooling are handled when the relationship ends. If a dispute has already started, we review notice and cure provisions and any dispute resolution clause, because steps taken now can preserve or forfeit rights. From there we discuss whether the goal is to repair the relationship or prepare for an exit.
