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35 Cards in this Set

  • Front
  • Back
distsinguishes the goods named in the contract from the buyers or sellers other goods
Indentified Goods
(agreement) the parties to a sales contract may agree among themselves as to who will bear the risk of loss if goods are lost or stolen
Risk of Loss
offer by a merchant in a signed writing w/o consideration that cannot be revoked for a stated time or a reasonable time (if no time is stated 3 months)
firm offer 2-205
what is needed for a firm offer unless indicated by the offerer acceptance may be any reasonable manner (I will sell you this desk if you call by 5pm I will sell you this desk, you show up at 5pm I don't have to sell it because I said you need to call me)
the risk remains on the seller unless the buyer accepts the non-conforming goods (you order green shirts I deliver blue)
non-conforming goods
transfer of possession of the goods for a trail period *the risk of loss does not pass to teh buyer until the buyer accepts by words, conduct or lapse of time.
sale on approval
transfer of personal property (but not title) (dry cleaning, storage)
in every contract for the sale of goods both buyer and seller must act in good faith
good faith
contract by which title to personal property is transfered from seller to buyer for a price
a rememdy that orders the breaching party to perform the acts promised in the contract:usually awarded in cases where the subject matter is unique (the Mona Lisa)
Specific Performance
a contract that requires the seller to send goods to the buyer by carrier-delivery occurs when teh seller puts the goods in teh carriers possession C.I.F., C.O.D.,F.O.B., C&F
Shipment Contract
the obligation of the seller to transfer and deliver goods to the buyer in accordance with the sales contract
tender of delivery
a rule that says if the goods or tender of a delivery fails in any respect to conform to the contract the buyer may opt either (1) to reject the whole shipment (2)to accept the whole shipment or (3) to reject part and accept part of the shipment
perfect tender rule
grossly unfair
a stateue that estables the period during which a plaintiff must bring a lawsuit against a defendent
Statute of limitations
a statement of fact by the seller concerning characerestics of the goods that the buyer could have relied upon and becomes part of the contract
express warranty
arise by law nothing that the seller did (there is a statute or a case) includes merchants and sellers
implied warranties
the repudiation of a sales or lease contract by one of the parties prior to the date set for performance
anticiaptry repudiation and retraction
express-as is
disclaimer of warranties
put as is unless you examine the goods and see obvious defects ar enot warranteed
implied warranties
a party to a sales or lease contract may demand an adequate assurance of performance from the other party if there is an indication that the contract will be breached by the party
assurance of performance
this provision says that when a buyer relys on teh sellers skill or judgement to furnish goods to the seller at the time of entering the contract knows or has reason to know the buyers purpose and the buyers reliance on the seller (jeep story)
warranty of fitnees for a particular purpose
a tort doctrine that mes manufactors, distrubutors and wholesalers,, retailers and others in teh chain of distrubution of a defective product liable for the damges caused by the defect
strict liablity in torts
you give me a warranty saying here is no liens on what I've purchased
warranty against encumbrances
the goods are of fair, average quality (fish bone in fish chowder is an exception to the rule) (natural substance exception)
warranty of merchantibility
exception -chicken bones in chicken soup, fish bones in fish chowder
natural substance exception
the seller obtains the profit he would have recieved if the contract had been performed by the buyer
lost profits
if buyer breaks the contract
a) remedies of seller up to the seller
1) withold goods
2) recover goods
Seller's Remedies
the buyer obtains the difference between the contract price and the market price at the time and place of tender when the buyer learned of the breach plus incidential and consquential damages (you bring in a expert to determine f.m.p. I have a contract for $8,000 f.m.p. is $10,000 I get the $2,000 difference
market price damages
sellers opinion not a statement of fact
seller has the right to sell the title
warranty of title
I have a contract with you to get chairs for $5, you can't supply then. i get them for $8. you pay the $3 difference
cover damages
state statue that requires certain typesof contract to be in writing
Statute of Fraudes and Exceptions UCC 201
must be in writing
signature of both seller and buyer
quantity of goods
Goods over $500
either your business or home
place of delivery