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32 Cards in this Set
- Front
- Back
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Tender of Delivery |
Transfer and Delivery of goods to the buyer or lessee in accordance with the sales or lease contract |
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Place of Deliver |
Unless otherwise agreed, the place of delivery is the seller's or lessor's place of business; or if no place of business, the seller's residence. |
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Bailee |
Warehouse |
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Shipment Contract |
Requires seller to ship the goods to the buyer via a common carrier |
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Destination contract |
Requires seller to deliver goods to the buyer's plae of business or other specified destination |
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Destination Contract |
Delivery tendered to buyer's place of business or other place location specified in the contract |
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Perfect Tender Rule |
Seller or Lessor's duty to deliver conforming goods. If they fail, buyer can 1. reject whole shipment, 2. accept whole shipment, 3. reject part and accept part of the shipment |
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Cure |
Opportunity to repair or replace (term cure not defined by UCC) |
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Installment Contract |
Requires or authorizes goods to be delivered and acepted in separate lots; contract must contain specific language that states "each delivery in a separate lot" |
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Destruction of Goods |
IF goods identified in a sales or lease contract are totally destroyed with the fault of either party; contract is void |
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Right of Inspection |
Unless otherwise agreed, buyer or lessee has the right to inspect goods that are tendered, delivered or identified in the sales contract prior to accepting or paying for them |
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COD (Cash on Delivery) |
Buyer's who agree to COD deliveries are not entitled to inspect goods before paying for them |
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CIF (Cost, Insurance, Freight) |
Payment due from the buyer upon receipt of documents of title even if the goods have not yet been received |
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Acceptance |
Occurs after buyer accepts the goods, and 1. signifies to the seller that goods are conforming, 2. fails effetively to reject in a reasonable time |
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Revoke |
If buyer has accepted, he may subsequently revoke if 1. goods are nonconforming, 2. nonconformity substantially impairs the value, 3. or a. seller's promise to timeing cure is not met, b. goods accepted before nonconformity was discovered, c. seller made assurances that goods were conforming |
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Revocation of Acceptance |
Not effective until the seller or lessor is so notified |
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Right to Withhold Deliver |
Delivery may be withheld if the seller is in possession of the goods when the buyer breaches the contract |
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Insolvency |
Is breach; seller can withhold delivery unless buyer pays cash for the goods |
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Right to Stop Delivery of Goods in Transit |
Goods in transit in clude goods in the possess of carriers or bailees. A seller may stop delivery if buyer is insolvent, repudiates, failes to make payment etc. Seller must give sufficient notice to allow the bailee by reasonable diligence to prevent delivery of the goods |
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Right to Reclaim Goods "Reclamation" |
1. If goods delivered in a credit sale and seller discovers the buyer was insolvent the seller has 10 days to demand goods be returned
2. If the buyer misrepresented his insolvency in writing 3-months before delivery; or paid for goods in a cash sale with a check that bounced |
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Right to Dispose of Goods |
If buyer breaches or repudiates a sales contract before seller delivers the goods, seller may resell or re-lease the goods and recover damages from the buyer or lessee |
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Disposition of Goods |
Must be made by seller in good faith; can recover damages from the buyer |
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Right to Recover Purchase Price |
Remedy available when: 1. Buyer accepts goods but fails to pay for them; or fails to pay when rent is due 2. Buyer breaches contract after goods have been identified; seller cannot resell or dispose of them 3. Goods are damaged or lost after the risk of loss passes to the buyer |
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Right to Cancel a Contract |
A seller may cancel if buyer or lessee breaches that contract by rejecting or revoking acceptance of the goods, fails to pay, or repudiates all or any part of the contract. Cancellation only to affected goods; not entire contract |
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Capture |
The process y which a buyer can recover goods when the seller becomes insolvent |
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Specific Performance |
A remedy that orders the breachign party to perform as promised in the contract |
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Right to Cover |
When a buyer or lessee purchases or rents substitute goods if the seller or lessor fails to make delivery; may sue seller to recover damages for the difference between the cost of cover and the contract
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Right to Replevy Goods |
Replevy (recover) - Buyer may recover goods from the seller or lessor who is wrongfully withholding them |
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Right to Cancel |
If seller fails to deliver conforming goods, buyer rightfully rejects etc., buyer may cancel sales/lease contract |
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Assurance of Performance |
If one party to a contract has reasonable grounds to believe the other will not or cannot perform, they can demand an adequate assurance of performance in writing |
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Anticipatory Repudiation |
If repudiation prior to performance imparis the value of the contract |
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Repudiation |
Refusal to perform; rejection of an idea or proposal |
