Step-Saver Data Systems, Inc. v. Wyse Technology
United States Court of Appeals for the Third Circuit
939 F.2d 91 (1991)
Between August 1986 and March 1987, Step-Saver Data Systems, Inc. (plaintiff) repeatedly purchased software from The Software Link, Inc. (TSL) (defendant) to incorporate into systems it sold to professional offices. The order documents exchanged during each transaction had identical terms, but each software box also carried a printed "box-top license" disclaiming warranties and declaring that opening the box constituted acceptance of its terms. After problems with TSL's software forced Step-Saver to stop selling its system, it sued TSL for breach of warranty and indemnification; TSL argued the box-top disclaimer governed. The district court agreed with TSL and granted a directed verdict, and Step-Saver appealed.
Whether a seller's unilateral, repeated inclusion of materially different box-top license terms across a series of transactions is enough, by itself, to bind the buyer to those terms under the UCC.