Reg - Mod 27 - Sales

Front 1

Formation of Sales Contract

Back 1

1. Must involve Goods

2. Firm Offers are irrevocable

3. Can make minor changes between merchants and retain valid acceptance

4. Mailbox rule - Valid when sent w/ reasonable communication

5. Seller can accept goods via prompt shipment

6. May modify contract w/o consideration

Front 2

Firm Offer Rules

Back 2

1. Must be made by a merchant, in writing, and held open guarantee

2. Irrevocable for stated time, 3 month max

3. Irrevocable for reasonable time if not stated

Front 3

Contract Modification Rules

Back 3

1. Writing required for $500 or more

2. Modification made in good faith

Front 4

Duties of the Seller

Back 4

1. Hold conforming goods for buyer and provide notification

2. No Defects

3. If no place of delivery , assume seller's location

4. May substitute delivery if impracticable

Front 5

Duties of the Buyer

Back 5

1. Accept conforming goods and make payment

2. May pay by any reasonable means

3. Right to inspect

4. May revoke acceptance due to defects

Front 6

Buyer rules for rejecting nonconforming goods

Back 6

1. May reject all, some, or none of the goods

2. Rejection returns title

3. Must notify seller

4. Seller has right to cure

Front 7

Adequate Assurance of Performance

Back 7

1. Demand for written assurance of performance

2. Buyer or Seller may demand written assurance

3. If not received in reasonable time, they are released from the contract

Front 8

Statute of Fraud Exceptions for Sales

Back 8

1. Specially manufactured goods

2. Payment or receipt of goods

3. Admission in Court

4. Merchants confirming Letter (no objection for 10 days)

Front 9

Transportation by Common Carrier - Types

Back 9

1. Shipment Contract - risk of loss transfers upon delivery to carrier

2. Destination contract - risk of loss passes upon arrival at destination

3. Assume shipment contract if not specified

Front 10

Title Transfer if no common carrier

Back 10

1. Title passes once contract is made

2. Risk of loss with merchant sellers passes when buyer takes possession

3. Risk of loss with non-merchant sellers passes on tender of delivery

Front 11

Insurable Interest

Back 11

1. Buyer gets insurable interest when goods are identified

2. Seller has insurable interest if the seller has any risk of economic loss/title

Front 12

Shipping Terms

Back 12

1. FOB seller dock - shipment contract

2. FOB buyer dock - destination contract

3. CIF - price includes COG, insurance, freight

4. Sale on Approval - risk and total do not pass until buyer approval

5. Sale on Return - Buyer receives risk of loss/title on delivery but can return

Front 13

Implied Warranty

Back 13

1. Require no words

2. All can be disclaimed

3. Seller cannot disclaim liability for personal injury

Front 14

Merchantability

Back 14

1. Promise goods are fit and safe for normal use

2. Can be disclaimed by as is sale or informing buyer of no warranty

3. Oral disclaimer allowed

Front 15

3 Warranties of Title + Disclaim Requirement

Back 15

1. Good Title

2. Encumbrances - no unstated liens or attachments

3. Infringements - no patent or trademark violations

4. Disclaiming requires specific language

Front 16

Fitness for particular purpose

Back 16

1. Buyer relies on seller to select goods

2. Guys must be fit for buyer's purpose

3. Writing required to disclaim fitness

Front 17

Express Warranty

Back 17

1. Conformity to description/sample/model

2. Buyer can sue seller for misrepresentation (Only opinions by experts allowed)

3. Words part of basis of the bargain

Front 18

Power to Transfer Title

Back 18

Buyer gets no better title than seller unless:

1. Entrusting - merchant sells owners goods in error

2. Voidable Title (Fraud) passed title to buyer

Front 19

Remedies of the Buyer

Back 19

1. A buyer can rescind or sue for money damages (must give notice and cannot receive punitive damages)

2. May Cover - purchase goods elsewhere and charge seller for loss

3. May recover from seller if goods identified and prepaid

4. Specific performance - if goods are unique

Front 20

Remedies of the Seller

Back 20

1. May resell and sue for damages if seller breaches (No punitive damages)

2. May rescind and sue for monetary damages

3. If buyer is insolvent, seller can stop delivery and demand cash (If delivered, reclaim w/in 10 days; No limit if misrepresented solvency)

Front 21

Statute of Limitations in Sales

Back 21

1. Suit must be brought within a max of 4 years of breach

2. Can be limited to a minimum of 1 year

Front 22

Privity

Back 22

1. Strict Privity - Only original buyer may sue original seller

2. UCC Rule - users and those affected by product may sue

3. Negligence - those injured may sue

Front 23

4 Elements of Negligence

Back 23

1. Duty of Care

2. Breach of Duty of Care

3. Damages

4. Causality

Front 24

5 Elements of Defective Product Torts

Back 24

1. Defective Product

2. Caused Injury

3. Unreasonably dangerous

4. Business engagement

5. Changes were not made by buyer