## Facts

- A retail customer ordered a custom-cut glass tabletop for an antique table and provided a paper pattern to be used for fabrication.
- The parties agreed to a 3/8-inch glass top “as per pattern” for $684.33, with a $100 deposit and the balance due on pickup.
- The customer signed a written proposal accepting the prices, specifications, and conditions and authorizing the seller to perform.
- The proposal included a conspicuous no-cancellation term stating all orders were final sale and included an express waiver of any right to cancel.
- The seller began production immediately and cut the glass to the customer’s unusual pattern and dimensions.
- Two days later, the customer attempted to cancel and then refused to pick up or pay for the tabletop.
- The seller retained the custom-cut glass and sued for damages under UCC Article 2, contending the goods were specially manufactured and not readily resellable.

## Issues

1. Whether the glass tabletop was “specially manufactured goods” not suitable for sale to others in the ordinary course of business, permitting enforcement and seller remedies under UCC Article 2.
2. Whether the buyer could cancel an in-store custom-goods order after contracting, despite a conspicuous no-cancellation clause and express written waiver.
3. What seller’s remedy and damages measure applies when a buyer repudiates custom goods that are difficult to resell, and whether the seller must prove additional resale efforts to mitigate.

## Decision

- The court entered judgment for the seller after a bench trial.
- The court found the tabletop was specially manufactured to the buyer’s pattern and was not readily suitable for ordinary-course resale.
- The court held the buyer had no right to cancel after agreeing to a clear no-cancellation, final-sale term and waiving cancellation in writing.
- The court awarded UCC damages for buyer’s wrongful repudiation/non-acceptance of specially manufactured goods, calculated under the UCC’s seller-remedy provisions.

## Legal Principles

- Custom goods made to a buyer’s particular specifications, and not suitable for sale to others in the seller’s ordinary course of business, qualify as specially manufactured goods under UCC Article 2.
- A conspicuous no-cancellation clause in a written sales agreement for custom goods, including an express waiver of cancellation, is enforceable absent an applicable statutory rescission right.
- Generalized consumer “cooling-off” concepts do not override a written final-sale term for an in-store custom order when no specific rescission statute applies.
- When repudiated goods are uniquely tailored and not readily resellable, the seller may recover UCC contract-based damages without being required to pursue speculative or impracticable resale efforts.

## Conclusion

The court enforced the parties’ written final-sale, no-cancellation agreement and held the buyer liable under UCC Article 2 for repudiating a custom-cut glass tabletop that was not suitable for ordinary-course resale, awarding the seller damages under the UCC’s seller-remedy framework.


Precision Mirror & Glass v. Nelms, 8 Misc. 3d 339, 797 N.Y.S.2d 720 (Civ. Ct. City of N.Y. 2005)