Spinner Ltd process raw cotton into cotton fabric at their factory in Yorkshire. The cotton

fabric is then supplied to various manufacturers around the UK. Spinner seeks your

advice on two recent problems.

On 1st March Spinner contracted to buy 100 tonnes of raw cotton from importers Fibre Ltd,

who are based in Liverpool, at a price of 150 per tonne. Delivery of the total order was to

take place by 1st April. Spinner required the cotton by this date to process it into fabric and

fulfil customer orders on 8th April. On 21st March Fibre delivered 70 tonnes of cotton to

Spinner's factory. Spinner demanded the other 30 tonnes and were told they would be

delivered at the contract date of 1st April. Spinner insisted that Fibre take the 70 tonnes

away and return on 1st April with all 100 tonnes. On 1st April Fibre failed to deliver any

cotton. On 4th April, without contacting Fibre, Spinner bought 100 tonnes of raw

cotton from an alternative importer, paying the market price of 175 per tonne. On

5th April Fibre Ltd attempted to deliver 100 tonnes of raw cotton but Spinner refused

to accept delivery. Spinner and Fibre are both claiming the other party has breached

the contract.

In a separate contract, Spinner agreed to purchase a new computerised weaving machine

from Weaver Ltd, a company based in Manchester, for 50,000. Spinner requested

various modifications to be made to Weaver's standard machine to make it more efficient

for weaving cotton. The contract between the parties was made on Weaver's standard terms

and conditions, which Spinner did not read or negotiate. One of the terms stated that

'Weaver Ltd's liability for the product supplied is limited to replacement or repair at Weaver

Ltd's option. Any other remedy, including rejection of the goods and damages, is hereby

expressly excluded.' The machine stopped working three weeks after purchase and was

unusable. Weaver offered to examine and repair the fault. Spinner agreed to the repair and

Weaver supplied a replacement machine, free of charge, while the repairs were carried

out. The repaired machine was redelivered to Spinner Ltd, but three months later developed

the same fault again. Spinner Ltd now want to reject the machine.

Advise Spinner Ltd on the legal position, and any potential remedies they may be entitled to,

in both incidents.