Contracts -- Performance*

Front 1

Shipment Contract
(3)

Back 1

Seller's delivery obligations:

1) get good to common carrier
2) r/s delivery arrangements
3) seller notifies buyer

Seller completes its legal obligation once these obligations met (not upon buyer's receipt)

Front 2

Delivery Contract

Back 2

Seller does not complete legal obligation until goods arrive where buyer is

Front 3

FOB - Seller City/Where Goods At

Back 3

Shipment K

Front 4

FOB - Buyer City

Back 4

Destination K

Front 5

Risk of Loss
(4)

Back 5

1) Agreement of Parties Controls
2) Breaching party is liable for an uninsured loss even though breach unrelated to problem
3) Delivery by common carrier other than seller: Risk of loss shifts from seller to buyer once seller completes delivery obligation
4) No agreement / breach / delivery -- depends if seller is a merchant:

IF Merchant - buyer assumes risk upon receipt

IF NON-Merchant -- assumes risk upon "tender" of goods by seller (tender = made good available to buyer)

Front 6

Warranties of Quality

Back 6

1) Express - promise or describe; samples or models
2) Implied Warranty of Merchantability --

(MERCHANT = person who sells good of that kind) goods are fit for ordinary purposesm
3) Implied Warranty of Fitness for Particular Purpose --

(BUYER HAS A PARTICULAR PURPOSE, seller has r/s knowledge of such purpose) good must be fit for that purpose

Front 7

Warranties of Quality - Limitations

Back 7

Express -- cannot be disclaimed

Implied:
1) conspicuous langage of disclaimer***
2) "as is" or "with all faults"

Front 8

Warranties of Quality -- Limitations on Remedies

Back 8

1) Possible to limit remedies for EXPRESS and IMPLIED (i.e., replacement parts)
2) General teest --> unconscionability; prima facie unconscionability --> personal injury

Front 9

Performance -- (6) General Concepts

Article 2

Back 9

1) Perfect Tender
2) Rejection of Goods
3) Cure
4) Installment Ks
5) Acceptance of Goods
6) Revocation of Acceptance of Goods

Front 10

Performance -- Perfect Tender

Back 10

1) Sales of goods only
2) Seller's performance must be perfect
3) less than perfect tender by seller --> buyer option of rejection of delivered goods

Front 11

Performance -- Rejection of Goods

Back 11

Buyer has option to retain and sue for damages

OR

Reject "all or any" and se for damages

Front 12

Performance -- Cure

Back 12

Seller has possibiliy to cure imperfect tender, IF:

-1) seller r/s believes improper tender acceptable to buyer (look for prior deals w/ buyer and seller)
2) Time for performance has not yet expired

Front 13

Performance -- Installment Ks

Back 13

REQUIRES or AUTHORIZES:

1) delivery in separate lots
2) to be separately accepted

buyer can only reject if installment prob can't be cured

Front 14

Performance -- Acceptance of Goods

Back 14

Once accepted (esp. w/o objection) --> can't reject

Once paid for -->
IF inspection: acceptance
IF NO inspection: not acceptance

Front 15

Performance -- Revocation of Acceptance
(3)

Back 15

1) Nonconformity substantialy impairs value of goods
2) Excusable ignorance of grounds for revocation or seller's assurance of satisfaction
3) Revocation w/in r/s time