Rights and obligations of buyer and seller Flashcards
What rights does a buyer have if the seller breaches the contract
- require proper performance
- avoid the contract
- reduce the contract price
- seek damages
(damages can still be claimed in addition to other rights)
What are the four elements of conformity?
1) quality
2) quantity
3) description
4) packaging
What solutions are available if the seller breaches conformity of goods?
1) buyer can require for goods to be repaired if minor
2) buyer can require for replacement if major`
Seller can seek remedy for failure to perform if?
1) theres no unreasonable delay to buyer
2) buyer isnt unreasonably inconvenienced
What should seller do if they seek remedy for failure to perform?
seller has to notify buyer of intention of remedy, and buyer should contact seller to show acceptance of late performance. if buyer doesn’t reply seller can assume its accepted
What happens if the seller sends excess goods?
the buyer can either reject the extra or if they decide to keep the extra will have to pay for the extra
When can a buyer avoid a contract?
- if seller is in fundamental breach
- if seller fails to deliver
- if seller cant deliver on contract date or on extension
How is price determined if price is not specified in contract?
it is assumed that price is prevailed at date of contract
How is price of goods determined by weight set
net weight is used (dry unless specified otherwise)
If place of payment is not specified in contract how is it determined?
- at sellers place of business
* when goods are delivered to buyer at place where delivery takes place
If timing of payment is not specified in contract how is it determined?
on delivery of goods after buyer inspects them
What is the Romalpa clause?
title to goods shall not pass until payment has been made
What form of compensation is claimed for damages?
monetary amount for loss suffered
What amount of damages is awarded?
amount which is reasonably foreseeable by breaching party
How would the injured party mitigate loss suffered?
1) selling party should sell goods at reasonable price and claim difference
2) buying party should buy reasonable substitute and claim different
What are the two types of breach of contract?
1) anticipatory breach
2) breach during performance
What is anticipatory breach?
breach before due date of commencement of performance
If it is apparent that the other party can not fulfill a material part of their performance what can be done?
one party can suspend their own performance but must give notice of intention
What can a breach during performance be described as?
a fundamental breach
In an installment contract when can the injured party avoid the contract
if the first installment is in breach then contract can be avoided however if first few comply but later breach then damages or replacement can only be claimed
What is restitution?
to claim of recovery of any goods delivered
What is restitutio in integrum?
is restitution in full.
only available if no third party rights will be adversely affected and full restitution available
What are the three possible ways risk passes from buyer to seller?
1) contracts involving carriage
2) contracts for goods sold in transit
3) contracts not involving carriage
What are unascertained goods?
goods that are not identified at point contract is made
if goods are unascertained at start of contract how are they treated through out the contract?
the same right the way through
When does risk in unascertained goods pass?
when they are unconditionally appropriated and buyer is informed
What is unconditionally appropriated goods?
when goods are specifically and clearly marked with who they are allocated to (receiver)
When does risk pass in specific goods involving carriage that is not specified in contract?
When goods are handed over to carrier or first carrier if involving more than one
When does risk pass when goods are sold in transit?
Risk passes at time contract is entered
If the seller is aware goods are damaged during or before transit but are sold during transit who takes responsibility?
seller is responsible because he was aware
When does risk pass in goods that dont involve carriage?
from the time goods are put at disposal of buyer and the buyer has been informed
Who has the duty to preserve goods?
who ever is in possession of the goods
If a buyer refuses to accept a delivery who’s duty is it to preserve goods?
the seller
If the buyer is supposed to pay for goods on delivery but fails to, who’s duty is it to preserve the goods?
the seller
If the buyer intends to reject goods but the seller is not available to accept rejection, who’s duty is it to preserve goods?
the buyer
Who pays for the preservation of goods
reasonable expenses can be recovered from other party
Can person in possession of perishable goods sell them on?
they can be sold at best price available before they become worthless
What is an impediment of contract?
when something gets in the way of the contract, usually something out of ones control
If a party is failing to perform due to an impediment what must they do?
notify the other party as soon as possible once they know of the impediment
