Which terms actually govern
For sales of goods, most US states, including New York, apply Article 2 of the Uniform Commercial Code, which fills gaps the parties leave open and has its own rules for when competing forms disagree. That is why the fine print on a quote, an invoice, or a website checkout page can matter more than the price negotiation that came before it. Warranty terms, limits on damages, the place for resolving disputes, and when risk of loss passes are often decided by those forms. Real estate sales and service contracts follow different rules, so the first question is usually what was actually sold. A sales contract that was negotiated and signed as one document is far easier to read than a stack of conflicting forms.
If the goods are wrong or the payment is missing
A buyer who receives nonconforming goods usually has to act within a reasonable time, which means inspecting promptly and telling the seller clearly what is wrong. Keeping and using goods without complaint can be read as acceptance, which narrows the options later. Sellers who are not paid should look at whether they still hold the goods, whether a shipment can still be stopped in transit, and what the contract says about late payment. On either side, keep the purchase orders, acknowledgments, delivery receipts, photographs of the goods, and every message about the problem. Keep correspondence with the other side measured and factual, because those letters frequently become exhibits.
What we sort out first
We start by assembling the documents in the order they were exchanged, because the sequence often determines whose terms control. We then look at what the contract or the Code allows as a remedy, whether a limitation on damages is likely to hold, and whether an arbitration or forum clause sends the dispute somewhere specific. For new contracts, we work through your standard terms so that they reflect how you actually sell, and so they are less likely to be displaced by a customer's form. The practical goal is usually to keep goods and money moving while the disagreement is resolved.
