Chapter 13: Performance Under the UCC Flashcards
no shipment, no warehouser (NSNW)
the most common situation. you purchase a computer at Best Buy.
no shipment, warehouser, negotiable document (WN)
for purposes of convenience the seller has stored the goods in a public warehouser prior to sale. the contract btw the seller and buyer provides that the seller will deliver the goods by delivering to the buyer a negotiable warehouse receipt covering the goods
no shipment, warehouser, nonnegotiable document (WNN)
the same circumstances as WN, except the seller has delivered to the buyer a nonnegotiable warehouse receipt
no shipment, bailee, no document -written direction to bailee (BND-WD)
the goods are in the possession of a bailee that does not issue a document of title like a warehouse receipt. The seller may give written direction (directing the third party to release the goods to you) which you will present to the third party
no shipment, bailee, no document-acknowledgment by bailee (BND-A)
another BND situation. in this case the seller procures the acknowledgment of the third party bailee that the bailee understands that the goods should be given to the buyer when the buyer asks for them
shipment-shipment contract (SC)
the seller is required by the contract to ship the goods to the buyer using a common carrier but is not responsible for making sure that they get to the buyer at the destination. when the seller is to ship the goods to the buyer it is assumed to be an SC unless it is made a DC
shipment destination contract (DC)
the seller is required to ship the goods to the buyer and is responsible for making sure they get to the buyer at the destination
basic obligation of the seller
deliver conforming goods -but remember deliver or delivery does not necessarily require the physical movement of the goods from the seller to the buyer
no shipment, no warehouser (NSNW) delivery
put and hold goods at buyer disposition that is make the goods available to the buyer
no shipment, warehouser, negotiable document (WN) delivery
tender the document -make the document of title available to the buyer
no shipment, warehouser, nonnegotiable document (WNN) delivery
tender the document-but buyer can object -buyer is given the right to demand that the seller take other steps to make certain buyer an access the goods held by the bailee if the bailee initially fails to give the goods to the buyer
no shipment, bailee, no document -written direction to bailee (BND-WD) delivery
written direction to bailee given by seller to buyer directing bailee to give goods to buyer but buyer can object
no shipment, bailee, no document-acknowledgment by bailee (BND-A) delivery
seller procures acknowledgement of bailee that bailee will give goods to buyer
shipment contract (SC) delivery
pick appropriate carrier given the nature of the goods forward necessary documents to enable buyer to receive the gods, give notice to buyer that the goods have been shipped
destination contract (DC) delivery
tender goods at destination
methods of delivery
goods must be delivered in a single lot and not in installments (only applicable when there are multiple units of goods which are being old)
place
delivery must occur at the sellers place of business or if he has none his residence
time
delivery must occur within reasonable time of contracting
rule of perfect tender
a delivery of goods can be non-conforming because the goods do not conform to the contract or the method of delivery does not conform to the contract-in other words, there are 2 ways that a seller can breach the contract with respect to performance
FOB shipping point
- seller bears risk and expense of putting carrier in possession of the goods (not the expense of shipment of the risk while the goods are in transit)
- preferred by sellers because for all practical purposes the seller’s responsibilities with respect to the goods ends when conforming goods are turned over to the common carrier
FOB destination
- seller bears expense and risk of tendering conforming goods at destination
- preferred by buyers because for all practical purposed the seller’s responsibilities with respect to the goods do not end until conforming goods are delivered to the buyer at the destination
performance by the buyer
- generally the buyer must accept the goods
- buyer must facilitate receipt of the goods
- acceptance
- effect of acceptance
- payment
acceptance
- express
- buyer does not reject on a timely basis
- buyer acts as if buyer owns the goods (uses; attempts to sell)
effect of acceptance
- buyer must pay for the goods in accordance w/ contract
- buyer cannot thereafter reject
- buyer must give timely notice to seller of any breach of contract by the seller or be barred from any remedy-importance of notice to seller to preserve buyer’s rights
when must the buyer pay
at the time and place buyer is to receive the goods
tender of pmt is condition concurrent to seller’s duty to deliver
that is the seller does not have to tender delivery of the goods to the buyer unless and until buyer offers up payment
in any manner concurrent
cash, credit card, check, or any other form of pmt that is typical given the nature of the transaction
buyer’s right of inspection
- buyer can inspect before acceptance or pmt
- inspection can be conducted in any reasonable manner
- importance to buyer-to gain knowledge to make rejection decision-are the goods conforming?
- expenses of inspection borne by buyer unless goods or tender is nonconforming
- required pmt before inspection of goods
casualty to identified goods
is the seller off the hook because goods have Benn destroyed or damaged and as a result seller cannot make delivery as required by contract?
if casualty occurs before offer is accepted
offer is terminated
