Ucc - Sales Systems

Front 1

What is the warranty of merchantability?

Back 1

a promise made by the merchant that a product will be "fit for its ordinary purpose"

Front 2

Hierarchy of Rules

Back 2

1. express terms
2. course of dealing
3. usage of trade
4. UCC default terms
5. common law gap-fillers

Front 3

What is the predominant purpose test?

Back 3

an approach to litigating mixed contracts; if the predominant purpose of the contract was the sale of goods (rather than services) Article 2 applies

Front 4

What is the gravamen of the action test?

Back 4

an approach to litigating mixed contracts; if the source of the action is the goods (rather than services) Article 2 applies

Front 5

Battle of the Forms - contracts between merchants

Back 5

1. if the acceptance is conditioned on new terms, it is considered a counteroffer
2. if the new terms are material, they are ignored
3. if the new terms were already objected to, they are ignored

Front 6

Battle of the Forms - contract not between merchants

Back 6

different terms in the acceptance are treated as a proposal for modification

Front 7

What is the only substantive detail that is crucial to the formation of a sales contract?

Back 7

a basis for calculating damages

Front 8

What are the key terms of a deal?

Back 8

quantity
type
price
delivery terms

Front 9

Statute of Frauds basic questions

Back 9

1. Is there a sale of goods exceeding $500? If so, there needs to be a writing.
2. Does an exception apply?

Front 10

What must be included in a writing to satisfy the statute of frauds?

Back 10

1. it must be sufficient to indicate a contract was made
AND
2. signed by the party to be charged
AND
3. includes a quantity term
OR
4. if the contract is between merchants, there must be written confirmation without objection

Front 11

What are the exceptions to the statute of frauds?

Back 11

1. sale of goods under $500
2. specially manufactured goods
3. admission by the D
4. part performance
5. where both parties are merchants

Front 12

What are the exceptions to the parol evidence rule?

Back 12

1. Parties may always introduce evidence of side agreements that occurred after the writing.
2. A party may always introduce evidence of usage of trade, course of dealing, or course of performance to explain or supplement the writing.

Front 13

What warranties are provided in the UCC?

Back 13

(1) express warranties
(2) implied warranty of merchantability
(3) implied warranty of fitness for a particular purpose

Front 14

What is an express warranty?

Back 14

a warranty affirmatively created by the seller to the buyer that becomes a (reasonably relied upon) basis of the bargain

Front 15

What is the implied warranty of merchantability?

Back 15

(1) unless disclaimed or modified, this warranty arises in every sale of goods where the seller is a merchant with respect to the kind of goods being sold
(2) the goods must be fit for its ordinary purpose

Front 16

What is the warranty of fitness for a particular purpose?

Back 16

unless disclaimed or modified, this warranty is implied whenever the seller knows that the buyer is buying the goods for a particular purpose and is relying on the seller's expertise to select or furnish the goods

Front 17

What is a remedial promise?

Back 17

a promise by the seller to repair or replace the goods or to refund all or part of the price upon the happening of a specified event

Front 18

Two contingencies that might excuse performance, impracticability

Back 18

(1) an unexpected failure of the seller's source of supply
(2) a dramatic price fluctuation

Front 19

What is the remedy for a total loss?

Back 19

the contract is avoided completely

Front 20

What is the remedy for partial loss?

Back 20

the buyer may treated the contract as avoided or take the goods at a discount

Front 21

Procedural Unconcionability

Back 21

absence of meaningful choice

Front 22

Substantive Unconscionability

Back 22

terms unreasonably favorable to the drafting party

Front 23

What courses of action can the court take when a contract is found unconscionable?

Back 23

(1) refuse to enforce the contract
(2) enforce the remainder of the contract without the unconscionable clause
(3) limit the application of any unconscionable clauses

Front 24

What are the requirements for a proper rejection?

Back 24

(1) must occur within a reasonable time after delivery of the goods
(2) the buyer must seasonably notify the seller of its intent to reject
(3) the buyer must state the specific grounds for rejection

Front 25

When may a buyer revoke acceptance?

Back 25

(1) where the buyer reasonably believed that the problem with the goods would be cured and never was
(2) where the buyer was unaware of the problem because of the seller's assurances or because the problem was too hard to discover before acceptance

Front 26

In what circumstances will a seller have the right to cure?

Back 26

(1) where the time for performance has not yet expired
(2) where the seller had reasonable grounds to believe that the buyer would accept the goods

Front 27

Can a buyer reject goods under an installment contract?

Back 27

Yes, but only if the non-conformity substantially impairs the value of the installment and cannot be cured.

Front 28

What constitutes "acceptance" of goods?

Back 28

(1) an affirmative signification that the buyer has accepted
(2) a failure to reject the goods following a reasonable opportunity to inspect them
(3) an act by the buyer that is inconsistent with the seller's ownership

Front 29

FOB Seller's Place

Back 29

(1) a shipment contract
(2) risk of loss shifts to the buyer when the goods are delivered to the carrier
(3) the buyer is responsible for paying the freight

Front 30

What must the seller do to ensure delivery is proper under a shipment contract?

Back 30

(1) put the goods in possession of the carrier
(2) make a reasonable contract for their transportation
(3) delivery any documents necessary to enable the buyer to take delivery
(4) promptly notify the buyer of shipment

Front 31

FOB Buyer's Place

Back 31

(1) a destination contract
(2) risk of loss does not shift to the buyer until the goods are tendered to the buyer at the stated destination
(3) seller is responsible for paying the freight

Front 32

What must the seller do to ensure that goods are properly tendered under a destination contract?

Back 32

The seller must:
(1) put and hold the goods at the buyer's disposition for the period necessary for the buyer to take possession
(2) give the buyer notice of tender
(3) give the buyer any documents that are needed for the buyer to take delivery

Front 33

In what situations will the risk of loss rules not apply?

Back 33

(1) where the parties have agreed otherwise
(2) where one of the parties was negligent
(3) if one of the parties breached