You are the Chief Financial Officer of Manufacturing for Market Caps, Inc. which manufactures baseball caps in Bronx, New York.For the last three years, your principal supplier of fabric has been Ray's Rayon of Queens, New York under a contract, dated January 1, 2018.You sometimes use other manufacturers, but they are usually more expensive than Ray's Rayon.

In preparation for the Spring, 2021 season, you ordered 5,000 bolts of fabric from Ray's Rayon.The first 1,000 bolts were delivered to your Bronx warehouse in late January, 2021.Because of your long relationship with Ray's Rayon, your warehouse manager did not carefully inspect the fabric but simply placed it in inventory.A second delivery of 1,000 bolts arrived on March 15, 2021.Your warehouse manager did inspect this delivery and found that twenty-five percent of these bolts of fabric are severely discolored and effectively unsaleable. He then inspected the first shipment and found the same problem, i.e. twenty-five percent are severely discolored and effectively unsaleable.

You contacted Ray's Rayon on March 16, 2021 and received the following response the next day:

A.Ray's Rayon is unwilling to provide any replacement or other accommodation regarding any of the fabric already delivered.

B.Due to the COVID pandemic and resulting shut-down of some of the manufacturing plants which supply unfinished fabric, Ray's Rayon has experienced increased costs of raw materials.Therefore, Ray's Rayon will require a fifteen percent increase in the price of the 3,000 bolts of fabric yet to be delivered.

C.Although Ray's Rayon has, throughout the term of the contract, delivered the fabric to Market Caps' warehouse in Bronx, New York and paid the costs of delivery, Ray's Rayon now advises you that it will require Markets Caps to pick up the fabric from Ray's Rayons' facility in Queens, New York.You check the contract and see that it provides: "FOB NYC."

a brief memo to your CEO outlining Market Caps' rights and obligations under its contract with Ray's Rayon together with your recommendations for dealing with the issues arising Ray's Rayon's actions and communications.