Paul Gottlieb & Co., Inc. v. Alps South Corp.
Florida Court of Appeal
985 So.2d 1 (2007)
Gottlieb (plaintiff) supplied specialty fabric to prosthetic-liner maker Alps (defendant) under a standard contract containing a consequential-damages limitation clause on its back page, included in every version of the contract exchanged during negotiations; after Gottlieb substituted a yarn that caused Alps's products to deteriorate and triggered a recall, Alps withheld payment and counterclaimed for breach of warranty, and the trial court found the limitation clause materially altered the contract and unenforceable, awarding Alps consequential damages including lost profits; Gottlieb appealed.
Whether additional terms made to a contract will be enforced under the UCC if the contract terms are not materially altered.