Supermicro Computer, Inc. v. Digitechnic, S.A.

Digitechnic, S.A. (defendant), a French company that built computer-network systems, purchased computer parts on numerous occasions from Supermicro Computer, Inc. (Supermicro) (plaintiff), a California manufacturing company. With each shipment of parts, Supermicro sent a sales invoice that outlined the terms and conditions applicable to the transaction, including limited-warranty terms and limitations on damages and liability. After finding that some of the parts were defective, Digitechnic insisted that Supermicro pay $200,400 in replacement costs and $6,000 in consequential damages. Supermicro refused and argued that Digitechnic was entitled only to the replacement of defective parts, citing the limited-warranty and waiver-of-damages terms contained in the sales invoice. Digitechnic brought suit against Supermicro in France. While the French proceedings were ongoing, Supermicro filed suit against Digitechnic in the United States, seeking declarations that the computer parts were not faulty and that even if Supermicro was obligated to offer Digitechnic a remedy, this remedy was limited to the repair or replacement of parts. Supermicro moved for partial summary adjudication, arguing that the disclaimers contained in the sales invoice were permitted under Article 35 of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Digitechnic moved for a dismissal or stay, producing evidence that Digitechnic was unaware of the disclaimers and would not have bought the parts from Supermicro had Digitechnic known of the provisions.