The Company A has accepted the contract with Company B with all the clauses.
Company B, in effect offered to provide the equipment by a particular date. It agreed to do so for a particular amount, which is the consideration. Company B accepted the offer and communicated to Company A that they would complete the order. The letter issued by Company B stated that it was “accepting the order subject to our standard terms of business.” Clause 10 of the standard terms of business of Company B in effect stated that Company B would be liable to any defect in the equipment only if claim to that effect is lodged within seven days of supply of the equipment.
The standard terms of Company B also provided that it would not be liable for any loss caused due to delay in supply of equipment. The Contract Manager of Company A communicated to Company B the details of the equipment it needed, and by implication agreed to the standard terms of business of Company B in their entirety.
The first three terms were acted upon. The equipment was supplied to Company A well within time. Company B was paid for the same. The other two terms are not applicable to the problem at hand. Company A did not communicate to Company B the defect within time, and the liability of Company B as regards the defects ended on 8th July 2009. So the complaint communicated to Company B by letter Dt. 15th July 2009 can not be legally enforceable. The contract entered in to by the parties was fully acted upon, and no clause of the contract would be open for interpretation other than what was given to it in express terms. The contract was of the executed consideration type and ended in fulfillment when the Company B was paid by the Company B.
Though the Contract Manager of Company A was unaware about the particular Clause 10 which ended the liability of Company B on expiry of period of seven days of the supply, it does not in any way alter the lack of the contractual obligation on