DECISION AND ORDER I. INTRODUCTION In this action, Plaintiff American Specialty Lab, LLC (“ASL”) asserts claims against GenTech Scientific, Inc. (“GenTech”) for breach of contract and breach of the implied covenant of good faith and fair dealing. Before this Court is GenTech’s motion to dismiss ASL’s complaint, on statute of limitations grounds, pursuant to Rule 12 (b)(6) of the Federal Rules of Civil Procedure. (Docket Nos. 4, 10.) For the following reasons, GenTech’s motion is granted. II. BACKGROUND This Court assumes the truth of the following factual allegations contained in ASL’s complaint. See Hosp. Bldg. Co. v. Trs. of Rex Hosp., 425 U.S. 738, 740, 96 S. Ct. 1848, 48 L. Ed. 2d 338 (1976); see also Hamilton Chapter of Alpha Delta Phi, Inc. v. Hamilton Coll., 128 F.3d 59, 63 (2d Cir. 1997). This Court also considers the purchase order between the parties, the terms and conditions incorporated into the purchase order, and the work order completed upon delivery.1 ASL “conducts a lab business” evaluating and analyzing “herbs as well as other biological issues.” (Complaint, Docket No. 1, 5.) GenTech sells refurbished analytical instruments. (See id.,
6-7.) On September 4, 2015, the parties entered into an agreement for the sale of three pieces of equipment at a price of $75,000. (Purchase Order, Docket No. 27-6 at p. 1.) This agreement was memorialized on a paper purchase order.2 The purchase order was filled out in pen, and ASL’s owner and manager, Azam Hakim, signed it and wrote in an additional term. (Id.) Printed next to the signature line on the purchase order is the following text, in a font slightly smaller than the font used for other items: This order for equipment, parts, or services is expressly limited to acceptance of GenTech’s General Sales Terms and Conditions. (available at http://gentechscientific.com/content/tt-sales-terms-and-conditions). Any different or additional terms are expressly rejected by GenTech unless agreed to in writing. (Docket No. 27-6 at p. 1.) Item 34 of the Terms and Conditions is a “limitation on action,” stating that any action must be brought within one year from the date of delivery of the equipment, or from the date any alleged claim accrued, whichever is earlier.3 (Docket No. 27-8, p. 3.) The equipment was delivered and installed by November 12, 2015. (Work Order, Docket No. 27-2 at p. 2.) The equipment never worked according to ASL’s specifications. (Complaint, 15.) ASL and GenTech exchanged numerous emails, and GenTech sent out technicians to attempt to fix the equipment. (Id.,
