Implied Terms

Front 1

What if UCC terms are added?

Back 1

Adding terms implied by the UCC to the acceptance of an offer, even PDQQ terms, does not constitute a counter offer, because the law would put them in anyway.

Front 2

CIDER Rules

UCC terms implied into every contract

The C in CIDER

Back 2

If the contract is silent, the UCC implies the following Cider rules

C- Seller is not obligated to extend credit. Buyer must tender payment when the goods are tendered, unless the seller has agreed to sell the goods on credit.

Front 3

The I in CIDER

Back 3

I - Buyer has the right to INSPECT the seller's tendered goods unless the contract expressly provides otherwise, or the transaction involves an order bill of lading.

Front 4

The D in CIDER

Back 4

Seller's tender of delivery is implied to be at the seller's place of business unless both party's know that the goods are located elsewhere. (Shipping not implied, assumed you pick up at the store.)

E.G., under the code a seller is not obligated to ship goods absent express delivery terms in the contract.

Front 5

Must you pay when goods are delivered in partial quanitity?

Back 5

The code defines a LOT as a parcel which is the subject matter of a separate sale or delivery.

Unless otherwise agreed (installment contract), all goods called for in a contract must be tendered in a single lot delivery, and payment is due only on such tender.

However, where the circumstances impliedly give a party the right to make or demand delivery in lots, then price may be apportioned for each lot.

Front 6

The E in CIDER

Back 6

Buyer and seller must EXCHANGE performances concurrently.

Thus, for the buyer to put the seller in default, the buyer must tender the purchase price or show that tender was excused.

For a seller to put the buyer in default, the seller must tender the goods, or show that tender was excused.

Tender is excused

Front 7

The R in CIDER

Back 7

Risk of Loss.

UCC puts risk of loss on the party who is in the best position to bear that risk. That is, the party who most likely has taken precautions to protect the goods from loss by insuring them. The code lists several scenarios that indentify when risk of loss transfers from a seller to a buyer:

Front 8

UCC risk of loss shifted to Buyer Examples:

Goos in possession of Bailee

Back 8

1. When the goods are held by a bailee, E.G. a warehouse, and the goods are to be delivered to the buyer without being moved or shipped, then risk of loss passes to the buyer a reasonable time after a buyer's receipt of a bill of lading, or the bailee otherwise notified the buyer of the buyers right take possession of the goods.

Front 9

Bill of Lading E.G>

Back 9

SHipper sends goods overseas from China, sends buyer "Bill of Lading", notifiying that the the goods are available to to the buyer to be picked up at a warehouse, the buyer has a reasonable time to insure the goods before title passes and title vests.

Title also vests if the bailee informs that the goods are available.

Front 10

SHipment contract. E.G.

Back 10

Under a shipment contract, Risk of loss transfers to the buyer when the seller delivers the goods to a carrier

Front 11

The E in CIDER

Back 11

Buyer and seller must EXCHANGE performances concurrently.

Thus, for the buyer to put the seller in default, the buyer must tender the purchase price or show that tender was excused.

For a seller to put the buyer in default, the seller must tender the goods, or show that tender was excused.

Tender is excused

Front 12

The R in CIDER

Back 12

Risk of Loss.

UCC puts risk of loss on the party who is in the best position to bear that risk. That is, the party who most likely has taken precautions to protect the goods from loss by insuring them. The code lists several scenarios that indentify when risk of loss transfers from a seller to a buyer:

Front 13

UCC risk of loss shifted to Buyer Examples:

Goos in possession of Bailee

Back 13

1. When the goods are held by a bailee, E.G. a warehouse, and the goods are to be delivered to the buyer without being moved or shipped, then risk of loss passes to the buyer a reasonable time after a buyer's receipt of a bill of lading, or the bailee otherwise notified the buyer of the buyers right take possession of the goods.

Front 14

Bill of Lading E.G>

Back 14

SHipper sends goods overseas from China, sends buyer "Bill of Lading", notifiying that the the goods are available to to the buyer to be picked up at a warehouse, the buyer has a reasonable time to insure the goods before title passes and title vests.

Title also vests if the bailee informs that the goods are available.

Front 15

SHipment contract. E.G.

Back 15

Under a shipment contract, Risk of loss transfers to the buyer when the seller delivers the goods to a carrier

Front 16

Risk of Loss E.G. - Buyer;s repudiation

Back 16

When confirming goodsa re identified to the contract and the buyer repudiates before risk of loss has passed to the buyer, then for a commericlaly reasonable time, the risk of loss is on the breaching buyer to the extent of any deficiency in the seller's insurance.