Boxar is a Canadian company that makes metal canisters it ships worldwide. Stimptin is a

Belgian manufacturer of titanium canister rings that Boxar uses to make its canisters. In May,

Boxar emailed Stimptin about a custom order of canister rings with Christmas holiday

decorations. Stimptin emailed that they could do it but would need specific designs from Boxar

by June because they were running out of capacity for custom orders. Boxar sent the designs on

July 1 and then sent 20% of the payment on July 15.

In Sept, Boxar told Stimptin they needed delivery by Oct in order to make their holiday delivery

date. Stimptin responded that they did not produce the rings because Boxar failed to deliver the

designs on time and requested Boxar to resend the designs so they could see if they could

produce them. Rather than send the first design, Boxar sent a new design which differed slightly.

Stimptin mistakenly used the first design, but produced them on a rush basis. The difference in

the design did not effect the quality or safety of the product and would only be noticeable to

Boxar not their customers.

Stimptin delivered them to the loading dock on Sept 30 for shipping first to the United States by

a cargo ship registered in Greece and then to Canada. When the cargo arrived in the United

States on October 5, Boxar noted the invoice added a rush charge of $100,000 and that 10% of

the shipment had a design difference.

By October 10, Boxar noticed the design difference was on 40% of the canister ring shipment,

but only after it had sold and shipped a large number of canisters to customers. Some of these

canisters included the rings with the different design.

On Oct 12, Boxar directed the rest of the canister shipment to be returned and requested its

money back citing the defect and the undisclosed rush charge. Stimptin refused to accept the

returned product but sued Boxar for failure to complete the transaction and demanded it pay the

full amount of the invoice. In all of their prior agreements, they had agreed the invoice would be

the only writing necessary and the invoice stated that the deal would be subject to the Uniform

Commercial Code (UCC).

Questions

What legal issues do these parties involve?

What is the purpose of rush charge and is it against rules in CISG?

What rules from CISG can I use to argue?