2-719 Flashcards by Ken Ruda

What does UCC 2-719 primarily deal with?

The limitation of remedies in sales contracts.

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True or False: Under UCC 2-719, a seller can limit the buyer’s remedies for breach of contract.

True.

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Fill in the blank: UCC 2-719 allows parties to agree on remedies that are ___ or ___ to the contract.

exclusive; limited.

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What is the effect of a clause that limits the buyer’s remedies under UCC 2-719?

It can restrict the buyer’s ability to seek damages or other remedies.

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Which section of the UCC outlines the concept of revocation of acceptance?

UCC 2-608.

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What is a key condition for a buyer to revoke acceptance under UCC 2-608?

The goods must not conform to the contract.

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True or False: Revocation of acceptance under UCC 2-608 is allowed if the buyer had no reasonable opportunity to discover the non-conformity.

True.

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Under UCC 2-719, what must happen for a limitation of remedies clause to be enforceable?

It must not be unconscionable.

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What is the term for a remedy that is specified in a contract as the sole remedy?

Exclusive remedy.

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Multiple Choice: Which of the following is NOT a valid remedy under UCC 2-719? A) Repair, B) Replacement, C) Punitive damages, D) Refund.

C) Punitive damages.

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What must a seller provide if they limit the buyer’s remedies under UCC 2-719?

The seller must provide an adequate remedy for the buyer.

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True or False: A buyer can always revoke acceptance if they change their mind about the purchase.

False.

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Short Answer: What is the primary purpose of UCC 2-719?

To allow parties to define and limit remedies for breach of contract.

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What is a potential consequence of a buyer revoking acceptance under UCC 2-608?

The buyer may be entitled to a refund or compensation for any losses.

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Fill in the blank: UCC 2-719 allows parties to agree on remedies that are ___ in nature.

commercially reasonable.

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What does UCC stand for?

Uniform Commercial Code

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True or False: UCC 2-608 allows a buyer to revoke acceptance of goods.

True

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Fill in the blank: A buyer may revoke acceptance if the goods are not _____ as warranted.

conforming

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What is the time frame within which a buyer must revoke acceptance under UCC 2-608?

Within a reasonable time after discovery of the non-conformity.

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Multiple Choice: Which of the following is NOT a reason for revocation under UCC 2-608? A) Non-conformity B) Fraud C) Change in buyer’s mind

C) Change in buyer’s mind

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What must a buyer do to effectively revoke acceptance?

Notify the seller of the revocation.

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True or False: Revocation under UCC 2-608 is permanent and cannot be reversed.

False

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What is the main purpose of UCC 2-608?

To provide a remedy for buyers when goods fail to conform to a contract.

Short Answer: What does 'conforming goods' mean?

Goods that meet the specifications and requirements set in the contract.

Multiple Choice: Which of the following must NOT occur for a valid revocation? A) Seller must receive notice B) Buyer must have accepted the goods C) Buyer must pay in full

C) Buyer must pay in full

True or False: A buyer can revoke acceptance if they were aware of the non-conformity at the time of acceptance.

False

Fill in the blank: A buyer's revocation is effective when _____ is made.

notice

What happens to the risk of loss when a buyer revokes acceptance?

The risk of loss reverts back to the seller.

Multiple Choice: Under UCC 2-608, which party is responsible for proving the non-conformity? A) Buyer B) Seller C) Both

A) Buyer

Short Answer: Can a buyer revoke acceptance if they have not used the goods?

Yes, as long as the non-conformity is discovered before usage.

What does UCC stand for?

Uniform Commercial Code

Under UCC 2-509, when does the risk of loss pass from the seller to the buyer?

The risk of loss passes to the buyer when the seller has completed their delivery obligations.

True or False: The risk of loss can never be allocated by agreement between the parties.

False

Fill in the blank: If the buyer breaches the contract, the risk of loss remains with the _____ until the seller has a chance to cure the breach.

seller

What is the basic principle of risk of loss under UCC 2-509?

The principle is that the risk of loss is allocated based on the terms of the contract and the performance of the parties.

Multiple Choice: Under UCC 2-509, which of the following is NOT a factor in determining risk of loss? A) Delivery method, B) Title transfer, C) Payment method

C) Payment method

What happens to the risk of loss if goods are destroyed after the contract is formed but before the risk of loss has passed?

The seller bears the risk of loss.

True or False: The risk of loss can be transferred to the buyer even if the goods are not in the buyer's possession.

True

Which section of the UCC addresses risk of loss?

UCC 2-509

What is the effect of a seller's failure to deliver goods on the risk of loss?

The risk of loss remains with the seller until the goods are delivered.

Fill in the blank: Risk of loss for goods in transit generally passes to the buyer when the seller has _____ the goods.

delivered

Under UCC 2-509, who bears the risk of loss if the goods are nonconforming?

The seller bears the risk of loss until the goods are accepted by the buyer.

Multiple Choice: Which of the following scenarios would NOT transfer risk of loss to the buyer? A) Buyer accepts goods, B) Seller delivers goods to a carrier, C) Seller retains control of goods

C) Seller retains control of goods

True or False: A buyer can assume the risk of loss by failing to inspect goods after delivery.

True

When does the risk of loss pass to the buyer if the seller ships goods by carrier without a particular destination?

The risk of loss passes to the buyer when the goods are duly delivered to the carrier ## Footnote This applies even if the shipment is under reservation as per Section 2–505.

What happens to the risk of loss if the seller is required to deliver goods to a particular destination?

The risk of loss passes to the buyer when the goods are duly tendered at the destination to enable the buyer to take delivery.

In what scenario does the risk of loss pass to the buyer when goods are held by a bailee?

The risk of loss passes to the buyer under the following conditions: * On receipt of possession or control of a negotiable document of title * On acknowledgment by the bailee of the buyer’s right to possession * After receipt of possession or control of a non-negotiable document of title or other direction to deliver.

What is the default rule for the risk of loss if the seller is a merchant?

The risk of loss passes to the buyer on his receipt of the goods.

What is the default rule for the risk of loss if the seller is not a merchant?

The risk passes to the buyer on tender of delivery.

Are the provisions regarding risk of loss subject to agreements between the parties?

Yes, the provisions are subject to contrary agreement of the parties.

Which sections are relevant to the provisions of risk of loss in this context?

The relevant sections include: * Section 2–327 on sale on approval * Section 2–510 on effect of breach on risk of loss.

What is the risk of loss in a shipment contract?

Risk of loss passes to buyer when goods are duly delivered to the carrier ## Footnote A shipment contract specifies that the seller is responsible for delivering the goods to a carrier.

In a destination contract, when does the risk of loss pass to the buyer?

Risk of loss passes to buyer when the goods are duly tendered at the destination so buyer can take delivery ## Footnote A destination contract indicates that the seller retains responsibility until the goods reach the specified destination.

When does risk of loss pass to the buyer if a bailee holds the goods?

Risk of loss passes to buyer when he receives a negotiable document of title or when bailee acknowledges buyer’s right to possession ## Footnote A bailee is a person or entity that temporarily possesses goods for another.

What special rules apply when non-negotiable documents of title are involved?

Special rules apply where non-negotiable documents of title are involved ## Footnote Non-negotiable documents of title do not transfer ownership in the same way as negotiable documents.

What is the general rule for risk of loss if the seller is a merchant?

Risk of loss passes to buyer when he receives goods ## Footnote This rule applies specifically to transactions involving merchants, who are typically more experienced in trade.

What is the general rule for risk of loss if the seller is not a merchant?

Risk of loss passes to buyer on tender of delivery ## Footnote Tender of delivery refers to the seller's obligation to make the goods available to the buyer.

What can affect the rules regarding risk of loss?

All these rules are subject to contrary agreement AND to section 2-510 ## Footnote Section 2-510 provides additional context on risk of loss and can modify the general rules.