Roto-Lith, Ltd. v. F.P. Barlett & Co., Inc.
United States Court of Appeals for the First Circuit
297 F.2d 497 (1962)
Roto-Lith (plaintiff) offered to buy an emulsifier from Bartlett (defendant) for use in wet cellophane bags, and Bartlett's acknowledgment added a no-warranty clause disclaiming liability if the emulsifier proved unsuitable, requiring Roto-Lith to protest promptly if it did not agree. Roto-Lith never protested, accepted and paid for the shipment, and the emulsifier -- designed for dry bags -- proved unsuitable for wet bags; Roto-Lith sued, arguing the no-warranty clause was only a proposal never incorporated into the contract, but the trial court directed a verdict for Bartlett.
Whether, under the UCC, when a seller accepts a buyer's purchase offer but expressly conditions the sale on the buyer's assent to new terms materially altering the offer, the buyer's assent incorporates those alterations into the sale contract.