Tampa Vendor Dispute Lawyer

Cory Cannon represents Tampa Bay businesses in disputes with their materials and equipment suppliers: the general contractor whose window package never shipped, the subcontractor sent the wrong grade of product, the builder hit with a mid-job “price escalation” the quote never mentioned, the buyer dunned for goods it already rejected. These are fights with the vendor across the table, and they run on a different body of law than most people expect. A contract to buy goods is not an ordinary written contract. It falls under Florida’s version of the Uniform Commercial Code, chapter 672, Florida Statutes, and the code changes the warranties, the deadlines, and the remedies from what you would find in a construction or services agreement.

Two lines matter before anything else on this page. First, this is a goods problem, not a labor problem. If your real dispute is about work that was promised and not performed (a subcontract to install, build, or provide a service): that is a services contract governed by ordinary contract law, and our breach of contract page fits better. Second, this is an upstream fight. If you are a property owner suing over defective materials already built into your home or building, that is a construction-defect claim on a different clock and a different statute. Start with our construction defects practice and, specifically, our defective building materials page. This page is for the business that bought the goods, suing (or defending against) the vendor that sold them.

Below is how Florida law treats a broken supply contract: when the code applies, what the supplier warranted, what to do the day a shipment arrives wrong or never arrives, the deadlines that control the claim, and what it is worth on each side. It is part of our broader business litigation practice.

Supplier and vendor disputes we handle

“Vendor dispute” and “supplier dispute” cover the same thing here: a fight between a business and the company that sold it goods: materials, products, components, or equipment. These are the versions that come up most often across Hillsborough, Pinellas, Manatee, and Sarasota counties, and most of the buyers are contractors, subcontractors, fabricators, and suppliers themselves.

• The supplier didn’t deliver. Goods that were ordered, and often paid for, never arrived, or arrived weeks late, after the crew had been mobilized and the schedule blown. Lumber, trusses, windows, doors, structural steel, concrete, fixtures, and long-lead equipment are the usual casualties.
• Defective or nonconforming materials. What showed up is not what was ordered: the wrong grade, the wrong dimension, an off-spec substitution, a product that fails inspection or fails in service. “Nonconforming” is the code’s word for goods that do not match the contract.
• Price escalation and repudiated quotes. A supplier that gave a firm quote tries to reprice mid-job, adds a “surcharge” the order never mentioned, or simply refuses to honor its number while your project sits open.
• Purchase-order and terms disputes. Your PO says one thing; the supplier’s acknowledgment or invoice says another: on warranty, on arbitration, on venue, on who pays freight. Whose terms govern is a live legal question, not a coin flip.
• Credit-line and account fights. A supplier cuts off credit in the middle of a project, misapplies payments across invoices, piles on finance charges, or moves to enforce the personal guaranty buried in the credit application the owner signed years ago.
• Collection suits with real defenses. The supplier sues you for the balance, and your defense is that the goods were late, short, or nonconforming, a defense that has to be preserved correctly to survive.

Nonpayment cuts across several of these. If the core problem is simply that you were not paid for goods or work you delivered downstream, by a general contractor or an owner, the tools shift to lien rights and prompt-payment law, and our construction lien page covers them.

Is it even a “goods” contract? The line that decides everything

Before the warranties and deadlines make sense, one threshold question has to be answered: does Florida’s UCC apply at all? Chapter 672 governs transactions in goods: movable, tangible things. It does not govern contracts for services, and it does not govern real estate. Most supply relationships are clean sales of goods. The hard cases are the mixed contracts: a deal that includes both a product and labor to install or fabricate it.

Florida uses the predominant-factor test for mixed contracts: courts ask whether the contract is predominantly for goods with services incidental, or predominantly for services with goods incidental. A purchase of pre-fabricated trusses delivered to the site is a goods contract even though the seller loads the truck. A contract to design, engineer, and install a custom system is likely a services contract even though hardware changes hands. The answer decides which warranties you get, which remedies apply, and, because Florida channels sales through the general limitations statute either way, how the deadline is characterized.

This is the first guardrail on the page. If your dispute is really about botched labor, a walked-off installer, or a subcontract to perform work, you are in services territory and our breach of contract page is the right start. We sort out which body of law governs as the first task in every one of these cases, because everything downstream turns on it.

What a supplier warrants, and the disclaimers that erase it

When the UCC applies, a supplier owes warranties whether or not the paperwork mentions them. Three matter most:

• Express warranty (§ 672.313). Any affirmation of fact, promise, description, sample, or model that becomes part of the bargain is a warranty the goods will conform to it. A spec sheet, a submittal, a data sheet, a “meets ASTM” line on the quote. These create express warranties even without the word “warrant.” Statements of mere opinion or sales puffery do not.
• Implied warranty of merchantability (§ 672.314). When the seller is a merchant in goods of that kind, the goods must be at least fit for the ordinary purposes for which such goods are used, of fair average quality, and adequately contained, packaged, and labeled. This is the default backbone of every commercial sale.
• Implied warranty of fitness for a particular purpose (§ 672.315). When the supplier had reason to know the particular purpose you needed the goods for and knew you were relying on its skill or judgment to select them, the goods must be fit for that purpose. This warranty is powerful in supply disputes because it captures the “you told them what the job needed and they picked the product” fact pattern.

Here is the catch, and it is why these cases are won or lost in the fine print: implied warranties can be disclaimed. A conspicuous written disclaimer, the “as is,” the all-caps merchantability waiver, the sentence that limits your remedy to repair or replacement (§ 672.719), the clause that excludes consequential damages, can strip away most of what the code otherwise gives you. But the disclaimer has to be done right: merchantability disclaimers generally must mention merchantability and be conspicuous, and a limited remedy that “fails of its essential purpose” can be set aside. Whether the disclaimer in your supplier’s terms was conspicuous, timely, and effective is frequently the entire dispute. We read those terms, and the order in which the documents were exchanged, line by line before we tell you where you stand.

When the goods are wrong: reject, revoke, or notify

Get this sequence wrong and you can lose a strong claim on procedure alone. The code gives a buyer three different moves depending on timing, and each has its own trap.

• Rejection (§§ 672.601-672.602). If nonconforming goods arrive, a buyer may reject them, but only before “acceptance,” within a reasonable time, and with a seasonable notice to the seller that states the defect. Using the goods, reselling them, or sitting on them can count as acceptance and forfeit the right to reject.
• Acceptance and the notice bar (§ 672.607). Once you accept goods, by using them, keeping them beyond a reasonable inspection period, or telling the seller you will keep them, the burden flips to you, and one rule dominates: you must notify the seller of the breach within a reasonable time after you discover or should have discovered it, or be barred from any remedy. This bar is independent of the statute of limitations. We have seen airtight warranty claims die because the buyer installed the product, said nothing for months, and only complained when the invoice came due.
• Revocation of acceptance (§ 672.608). If you already accepted, you may still revoke acceptance when a nonconformity substantially impairs the goods’ value and you accepted either without discovering it (because it was hard to detect) or on the seller’s assurance it would be cured. Revocation, too, must be timely and before any substantial change in the goods.

Cutting the other way is the supplier’s right to cure (§ 672.508): within the contract time, and sometimes a reasonable time beyond it, a seller who tendered nonconforming goods may be entitled to fix or replace them before you can walk. That is why a furious phone call is not a legal strategy. The practical rule for buyers: the day a shipment looks wrong, inspect it, document it with dated photographs and the packing list, and put a specific written rejection or notice of nonconformity in the supplier’s hands immediately; then decide whether to demand cure or cover elsewhere. The letter that goes out first often decides the case.

When the supplier didn’t deliver

Non-delivery and serious late delivery are handled differently, because the goods to fight over never showed up. A buyer’s primary self-help remedy is cover (§ 672.712): buy substitute goods in good faith and without unreasonable delay, then recover the difference between what you paid to cover and the contract price, plus incidental and consequential damages, less expenses saved. If you do not cover, you can still claim the difference between the market price and the contract price (§ 672.713). Incidental and consequential damages, the reasonable extra costs the breach forced on you (§ 672.715), are recoverable to the extent they were foreseeable and not disclaimed.

Two practical points drive these cases. First, time. A single late delivery may or may not be a material breach; where the contract makes time of the essence, or where the parties are running an installment arrangement, the analysis is stricter. A contractor holding a hard schedule should say so in writing, in the order, so lateness is measured against a real deadline rather than a vague “reasonable time.” Second, consequential damages. The delay damages that hurt most, a blown completion date, a downstream penalty, extended general conditions, are often the ones a supplier’s terms try hardest to exclude. Whether that exclusion holds is a fine-print fight worth having early, because it sizes the whole claim. And your duty to cover cuts both ways: a buyer who lets damages balloon rather than sourcing substitute goods will hear about it.

Price escalation, repudiated quotes, and “surcharges”

The supply-chain years taught every contractor what a repudiated quote feels like. The law is more protective than suppliers like to admit. A firm quote a buyer accepted is an enforceable contract at that price; a merchant’s signed firm offer can be irrevocable for the time stated, up to three months, even without payment to hold it (§ 672.205). A supplier cannot unilaterally reprice a contract it already made unless the agreement actually contains an escalation clause. Read the order to see whether it does.

Suppliers sometimes invoke “commercial impracticability” (§ 672.615) to excuse performance when costs spike. That defense sets a high bar: a mere increase in the seller’s cost, even a steep one, ordinarily does not excuse performance, because market swings are exactly the risk a fixed price allocates. Genuine impracticability requires an unforeseen event that makes performance itself impracticable, not merely unprofitable: the distinction between a supplier that cannot perform and one that simply no longer wants to.

Purchase orders, invoices, and the battle of the forms

Most supply relationships are papered by forms that never quite match: your purchase order, the supplier’s acknowledgment, a credit application, an invoice, a delivery ticket. When the forms conflict, Florida’s version of UCC section 2-207 (§ 672.207) decides whose terms control. Between merchants, additional terms in an acceptance can become part of the contract unless they materially alter the deal, the offer expressly limited acceptance to its own terms, or the other side objects. The terms that get fought over are predictable: warranty disclaimers, arbitration clauses, venue and forum-selection clauses, limitation-of-liability and no-consequential-damages provisions, and interest and fee terms. Which document “won” the exchange can decide whether you arbitrate in another state under the supplier’s rules or litigate at home under yours.

The other document that ambushes people is the credit application. Signed once to open an account, it often contains a personal guaranty by the business owner, a venue clause, an attorney-fee provision, and a finance-charge rate, all of which spring to life the moment there is a balance dispute. If a supplier is threatening to enforce a guaranty or has moved a dispute to a distant forum, the credit application is the first document we read.

Deadlines that control a Florida supplier dispute

Because Florida did not adopt the UCC’s standalone sales limitations period, the outer deadlines come from the general statute, but the shorter, fact-based clocks inside the code are what actually kill claims.

Three cautions. First, whether a sales contract is “founded on a written instrument”, and therefore carries the five-year period rather than four, is itself sometimes litigated in Florida; a signed contract points to five years, while a deal proved only by conduct, texts, or an unsigned invoice may fall to four. Confirm your date with counsel, not a table. Second, a contract claim generally accrues when the breach occurs, which for a defective-goods claim can be the date of delivery, long before the problem surfaces in the field. Third, the § 672.607 notice clock and the rejection and revocation windows run in days and weeks, far inside the years above, and missing them forfeits the claim no matter how much statutory time remains. Deadlines shift with facts and with legislative change; verify yours with a lawyer rather than a webpage, including this one.

What the claim is worth

For a buyer, damages usually start in one of two places. If the supplier failed to deliver, the measure is your cost to cover minus the contract price, plus foreseeable incidental and consequential losses (§§ 672.712, 672.715). If you accepted nonconforming goods, the measure is ordinarily the difference between the value of the goods as warranted and their value as delivered (§ 672.714), again plus consequential damages the contract did not validly disclaim. The number is often bigger than the invoice: a $40,000 order that arrives wrong can cost far more than $40,000 once cover, downtime, and downstream exposure are counted, and it can be a great deal smaller than that if the supplier’s terms disclaimed consequential damages. Sizing the claim honestly means reading the terms first.

Two related exposures deserve their own sentence. When a supplier’s defective materials get you sued or held liable downstream, by a general contractor above you or an owner beyond that, your claim to push that liability back onto the supplier or manufacturer is an indemnification and risk-shifting problem, covered on our indemnification dispute page; the strength of that pass-through often depends on the same warranty and notice questions above. And where a competitor or third party is the reason your supply broke, inducing your supplier to divert allocated goods, cut your credit, or breach to serve someone else, the claim is tortious interference with your business relationship, which requires an existing relationship, the interferer’s knowledge of it, intentional and unjustified interference, and resulting damage.

One more theory belongs here. If the supplier did not merely breach but deceived, misrepresented the grade, passed off a substitution as the specified product, or ran a bait-and-switch on price, Florida’s Deceptive and Unfair Trade Practices Act may add a claim for actual damages and, importantly, prevailing-party attorney fees, on top of the contract remedy. We evaluate whether the facts support it as part of the initial review; the broader framework sits on our business litigation hub.

If your supplier liens your customer’s job

Contractors have a particular worry that owners do not: a materials supplier you dispute can be a lienor on your customer’s property. A supplier that furnished materials to a Florida construction project and served a Notice to Owner can record a construction lien even though its fight is with you, threatening your relationship with the owner. If that happens, the problem straddles two silos: your contract dispute with the supplier and the owner’s lien exposure. Our explainer on the Notice to Owner and our construction lien page cover the mechanics; the supply dispute itself stays on this page.

Who pays the attorney fees

Florida follows the American rule: absent a contract or statute, each side pays its own lawyer. In supplier disputes, the fee-shifting almost always comes from one of two places. The first is the contract: many purchase orders, terms-and-conditions, and credit applications contain a prevailing-party attorney-fee clause, and under § 57.105(7), Florida Statutes, a clause written to benefit only the supplier is read as reciprocal, so a buyer forced to litigate can recover fees under the supplier’s own one-sided provision. The second is statute: a Deceptive and Unfair Trade Practices Act claim carries prevailing-party fees. Fee exposure runs both directions, which makes the decision to litigate partly an underwriting decision: a weak claim under a fee-shifting term can cost more than the goods were worth.

Our billing follows the case, honestly. Supplier disputes are typically handled hourly or in flat-fee stages, with fee-shifting pursued where a contract clause or statute provides it; some buyer-side claims fit a hybrid arrangement depending on the amount at stake and the collectability of the other side. We tell you which model fits, and what the fee clause in your paperwork actually means for you, at the initial consultation, which is free.

How we work these disputes

Cory Cannon was founded by a Florida attorney with a family history in construction for generations. That upbringing shapes how we read a supply dispute: we work through purchase orders, quotes, submittals, mill certificates, product data sheets, packing lists, and invoices the way the people who generate them do, and we can usually tell you in the first meeting whether a “substitution” a supplier defends actually meets the project specification, or does not. When a supplier insists its price or its product was justified, we check the claim against real numbers: quotes and bids from other licensed suppliers and contractors in this market, not against a single self-serving estimate. And when a case turns on whether a material actually failed, whether the product was off-spec, defective, or simply misused, we retain independent licensed engineers and testing laboratories to evaluate it and produce opinions we can put in front of a judge, a jury, or an arbitrator.

If you are still deciding whether you have a claim worth pursuing, bring us the paper before you cover, pay, or sign anything. The first thirty days, the notice you send, the rejection you document, the record you preserve, decide most supplier disputes.

Where we handle these disputes

We represent buyers and sellers of goods in the circuit and county courts of Hillsborough, Pinellas, Manatee, and Sarasota counties (Tampa, St. Petersburg, Clearwater, Brandon, Bradenton, Sarasota, Venice, and the communities between) and in arbitration where the contract or the winning form requires it. A word on forum, because supply forms are built to control it: many acknowledgments and credit applications bury venue, forum-selection, and arbitration clauses that can force your dispute into another county or another state under the supplier’s rules. Those clauses are often enforceable, worth reading before a dispute and worth challenging, on the right facts, after one. They change where the fight happens and how it is decided, not the substance of the warranty, notice, and damages rules on this page.

Talk to us before you cover or pay

If a supplier has failed to deliver, sent the wrong or defective product, tried to reprice a firm order, or turned a balance dispute into a threat against your credit or your customer, the moves you make this week matter more than the ones you make next year. Bring us the purchase orders, the quotes, the acknowledgments, the credit application, the delivery tickets, the photographs, and the correspondence. We will tell you which body of law governs, what your claim is worth, what the supplier’s fine print does to it, and what it will cost to pursue. Contact us for a free consultation.