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13 Cards in this Set
- Front
- Back
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UCC 2-204(3) Indefiniteness |
Eventhough on or more terms are left open a contract for sale does not fail forindefiniteness if the parties have intended to make a contract and there isreasonably certain basis for giving an appropriate remedy |
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UCC 2-205 Firm Offer |
An offer will be an irrevocable firm offer even without consideration for the irrevocability if (1) the offeror is a merchant (2) the transaction concerns the sale of goods (3) the assurance not to revoke is embodied in writing signed by the offeror Maximum length for firm offer is 3 months |
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UCC 2-206 (1)(a) |
Ifthe offer and circumstances don’t make it clear how acceptance is to occur, theofferee can accept in any manner and by any medium reasonable in thecircumstances |
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UCC 2-206 (1)(b) Manner of Acceptance |
Anorder or other offer to buy goods for prompt or current shipment shall beconstrued as inviting acceptance either by a prompt promise to ship or by theprompt or current shipment of conforming or non-conforming goods Ordercan be accepted either by the sellers shipment or promise to make promptshipment |
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UCC 2-207 (2) Additional Terms |
Where both parties are merchants, the offerorhas not limited the offer to the original terms, and the changes are notmaterial, the offeror's silence in response to the additional terms causes themto become part of the contract (the offeror gets a reasonable time afterreceipt of the acceptance in which to object) |
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UCC 2-207 (2)(b) Material Additions |
MATERIAL ADDITIONS- if the additional term constitutes a material change, it does not become part of the contract, even between merchants Still a contract just without the additional term Ifan acceptance is considered to propose a different rather than additional termsthe UCC's text is silent on what happens. But most courts apply the"knockout rule" which says neither version becomes part of thecontract and the space is filled by a UCC gap filler |
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UCC 2-208(1) Repeated Performance |
Wherethe contract for sale involves repeated occasions for performance by eitherparty with knowledge of the nature of the performance and opportunity forobjection to it by the other, any course of performance accepted withoutobjection shall be relevant to determine the meaning of the agreement |
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UCC 2-209 Pre-existing duty does'nt apply |
An agreement modifying a contract within this Article needs no consideration to be binding. In sales of good cases, the pre-existing duty rule simply does not apply |
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UCC -2-305 (1) Price not stated |
Partiesare free to make a contract even though the price is not stated. In that event,the price is a reasonable price at the time for delivery |
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UCC 2-306(1) Output and Requirements Contracts |
Aterm which measures the quantity by the output of the seller or therequirements of the buyer means such actual output or requirements as may occurin good faith, except that no quantity unreasonably disproportionate to anystated estimate or in the absence of a stated estimate to any normal orotherwise comparable prior output or requirements may be tendered or demanded |
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UCC 2-308(a) Place of Delivery |
If the contract is silent about the place of delivery, the place is the seller's place of business If there are circumstances, usage of trade, course of dealing, and course of performance that suggest another place of delivery, that will control |
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UCC 2-309 (1) Time of Delivery |
If no specified time for delivery it will be deemed to be a reasonable time |
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UCC 2-310 Payment Due |
Payment is due at the time . . . At which the buyer is to receive the goods Where the parties don’t agree that the buyer will get credit, the buyer doesn’t get credit, and must either pre-pay or pay C.O.D. |
