Where purchase agreements break down
In sales of goods between businesses, the Uniform Commercial Code, adopted in some form across nearly every state including New York, fills in terms the parties left out and resolves many conflicts between competing forms. That default framework does not always produce what either side expected. Disputes commonly turn on whether goods conformed to specifications, when risk of loss passed, whether a warranty was disclaimed, and whether damages were limited by the contract. A purchase agreement for an entire business or for real estate raises different issues, and the same name is used for all of them, so the first step is knowing which kind you are dealing with.
Paper to keep
Keep the signed agreement or master supply contract, every purchase order and acknowledgment, the terms and conditions that were attached or linked, specifications and approved samples, and invoices and delivery records. Inspection reports and messages about defects are especially important, because a buyer generally has to notify the seller of a problem within a reasonable time, and rejecting goods or revoking acceptance has its own requirements. Ask counsel before continuing to use goods you intend to reject, since use can be treated as acceptance. If the dispute is ongoing, preserve email and messaging with the other side's sales and logistics contacts.
What a contract review looks at
For a new agreement, we concentrate on the terms that decide disputes later: specifications and acceptance testing, delivery and risk of loss, warranties and their limits, remedies, termination, and governing law and forum. For distribution arrangements, exclusivity, minimum purchase commitments, and price changes need attention, and some industries have their own statutes protecting dealers. For a dispute already underway, we first identify which terms actually govern, then look at what notice has been given and what the agreement says about cure and remedies. The answer to which document controls often shapes everything that follows.
