STEP-SAVER DATA SYSTEMS V. WYSE TECHNOLOGY, US Court of Appeals, 3rd Circuit, 1991

							CONTRACTS STEP-SAVER DATA SYSTEMS V. WYSE TECHNOLOGY, US Court of Appeals, 3rd Circuit, 1991 History: Trial court found box-top license was enforceable; Step-Saver appeals Facts: Step-Save (Plaintiff) bought computer hardware from Wyse (Defendant) and computer software from TSL which Step-Save packaged for its own customers; software was purchased through the exchange of form purchase orders and invoices that contained terms regarding price, quantity, shipping, and payment; each copy of the programs came in a package on which was printed a “box-top license” that disclaimed all express and implied warranties except for a warranty that the disks contained in the box were free from defects; shortly after installing the systems, Step-Saver started getting complaints from its customers regarding the software; Step-Saver sued for breach of warranty Issue: Where goods are sold in packaging printed w/terms that modify the terms of the otherwise applicable warranty, do the packaging terms become part of the contract between the parties? Holding: No—judgment reversed Analysis: Dispute is over terms, not whether there was a contract Warranty language isn’t essential b/c UCC provides for express/implied warranties if seller fails to expressly disclaim them; default rules of UCC fill the blank on warranties UCC didn’t satisfy 2-207(a) regarding the clear expression of its willingness to proceed w/the sale unless Step-Saver accepted the terms of the box-top license, so boxtop license did not constitute a conditional acceptance