R6 Sales 1 (F) Flashcards
Shipment of Nonconforming Goods
Both an acceptance and breach of contract, unless the seller reasonably notifies the buyer that the nonconforming goods are being shipped as a accommodation, in which case it would be a counteroffer
Merchant’s Firm Offer
The seller must be a merchant (regularly deals with goods in the kind sold)
The offer must be in writing and signed by the merchant
The offer must give assurances it wil be kept open for a certain time
Auction
The bid is the offer and the fall of the hammer is the acceptance
Unless otherwise stated, all auctions are “with reserve”, meaning that the seller does not have to sell unless an adequate bid is made
In an auction without reserve, the goods must be sold to the highest bidder
Output Contracts
A buyer agrees to buy the entire output of a seller’s factory for a stated period of time
Requirement Contract
A seller agrees to supply a buyer with all of her requirements for a stated period of time
Modification of UCC Sales Article Contract
A modification of a contract for the sale of goods is enforceable, even without consideration, as long as the modification is in good faith
Defenses to UCC Sales Article Contracts
Fraud - rescind and sue for money damages
Statute of limitations - 4 years Statute of Frauds
Impossibility and impracticability
Exceptions to UCC Sales Articles Statute of Frauds (SWAP)
Contracts for the sale of goods $500 or more must be evidenced by a writing signed by the party sued unless
contracts for Specialy manufactured goods
where a merchant sends another merchant Written confirmation contracts that parties have Admitted in court
contracts that have been Performed
Delivery and Risk of Loss of UCC Sales Article Goods
As a general rule, the seller’s basic duty is to hold the conforming goods for the buyer and give the buyer reasonable notice to enable the buyer to take delivery
Steps of Delivery and Risks of Loss
- For risk of loss to pass, goods need to be identified (marked, separated, identified as goods for a specific buyer)
- As parties agree - contract terms
- Where no specific agreement
- Risk in sale of approval and sale or return contracts
- Insurable interest when goods are identified
No Specific Agreement of when risk of loss passes to buyer
Noncarrier cases
Nonmerchant seller: Risk passes to buyer upon the seller’s tender of delivery of goods to the buyer
Merchant seller: Risk passes upon actual delivery
Carrier Cases: Shipment vs. Destination Contract
Shipment Contract
Risk of loss passes to the buyer when the goods are delivered to the carrier
Destination Contract
Risk of loss passes to the buyer when the goods reach the destination and seller tenders delivery
Free Along Side (FAS)
A price term that requires the seller to deliver the goods alongside of a specified vessel. Risk of loss passes to the buyer when the seller gets the goods alongside the vessel
Cost, Insurance, and Freight (CIF)
The cost of the contract price includes the cost of goods, insurance, and freight. Risk of loss is on buyer during shipment
Free on Board (FOB)
FOB Seller’s Place of Business: the seller must get the goods to the carrier for risk of loss to pass
FOB Buyer’s Place: the seler must get the goods to the destination and tender delivery for risk of loss to pass
