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Acceptance of the goods with knowledge of the conditions specified in the acknowledgment binds the acceptor.
Plaintiff Roto-Lith, Ltd.was a New York corporation engaged inter alia in manufacturing, or 'converting,' cellophane bags for packaging vegetables. Plaintiff purchased emulsion from defendant F.P. Bartlett & Co., Inc. When the bags produced with the emulsion failed to adhere, plaintiff instituted an action against the defendant, contending that the sales contract expressly negatived any warranties. The district court granted a directed verdict in favor of defendant. Plaintiff appealed.
Under the circumstances, could the defendant be held liable for breach of warranty?
The court determined that the defendant’s form acknowledgment and invoice bore in conspicuous type on their face a disclaimer of all warranties, express or implied and that the plaintiff accepted the goods with knowledge of the conditions specified in the acknowledgment. In affirming the judgment, the court concluded that the plaintiff had not raised the issue that the defendant was aware that the emulsion was unfit for the disclosed purpose because an appellant was not normally permitted to have the benefit of a new theory on appeal.