Sales Flashcards
Controls contracts for the sale of goods for any dollar amount
Article 2 of the UCC
Tangible personal property
Personal goods–covered by UCC
Good sin which one unit is considered the equibalent of the other units–UCC applies
Fungible goods
One who deals in the kind of goods being sold, or one who holds self out as having superior knowledge and skills as to the goods involved, or one who employs another who qualifies as such
Merchant
If contracts are unclear and the parties have had previous dealings, we look to see how the unclear term was interpreted or acted upon by the parties in the past
Course of dealing
If Sales contract is unclear, look to how the term is typically used in the particular trade, business, or industry
Usage of trade
A contract in which the buyer promises to purchase all that a seller can produce
output contract
A contract in which the seller promises to provide the quantity of goods taht the buyer needs
Requirements contract
A rule that states that if a merchang makes a promise in writing to hold in offer open, even if it’s not supported by consideraiton, they cannot revoke it for max 3 mon
Firm offer rule
If a contract is betwen merchants, the additional terms in cluded in the acceptance become part of the contract
Battle of forms
When a party is ready, willing, and able to perform the obligations of hte contract
Tender
The place of tender if the contract doesn’t specify,
Seller’s place of business
Rule that states that a seller’s tender of goods must conform exactly to the terms of hte contract, and if it’s not the buyer can reject hte goods
Perfect tender rule
A defect that the buyer coudl not perceive with reasonable inspection at the time of delivery–buyer may revoke prior acceptance in this case
Hidden defect
Excuses either seller’s obligation to perform based on performance becoming excessivley expensive or difficult due to unforseeable events
Commercial impracticability
When one party clearly indicates that is unwilling or unable to perform the contract as promised–excuses other party from obligation
Anticipatory repudiation
An arrangement in which an agent is appointed by consignor to sell goods
Consignment
Any document that in the regular course of business is accepted as adequate evidence that the person in possession of hte document is entitled to receive, hold, and dispose of hte document and the godos it covers
Document of title
A document of title that is issued by a private or common carrier in exchange for goods delivered to it for shipment; negotiable or non
Bill of lading
A document of title issued by a person engaged in teh business of storigngoods that cknowledges receipt of the goods, desribes the goods stored, and contains the terms of hte storage contract; can be negotiabloe or non
Warehouse receipt
Occurs when the goods that are going to be used to perform the contract are shipped, marked, or otherwise designated as such
Gives the buyer an insurable interst in the goods and right to demand them upon offering full contract prise
Identification
A contract in which title passes on tender at destination (buyer’s place of business)
Destiniation contract
A contract in which title passes when the seller puts goods in the possession of hte carrier
Shipping (point) contract
A shipment contract that includes cost, insurance, and freight in the price
CIF
A shipment contrac that includes cost and freight in the price
C&F
Warranty in which the seller warrants good title, rightful transfer, and freedom from any security interest or lien of which the buyer has no knowledge
Warranty of title
Any affirmation of fact or promise made by the seller to the buyer that relates to the goods and becomes part of hte basis of the bargain
Express warranty–can be written or oral
Warranty that warrants that goods are fit for ordinary purpose, and properly packaged/labeled
Warranty of merchantability
Warranty created when the selelr knows of the particular use for which the goods are required and further knows that the buyer is relying on skill and judgment of the seller to slect and furnish suitable goods for this particular use
Warranty of fitness for a particular purposed
Manufacturers, sellers, and lessors who normally deal in this type of product are liable to users of products wtihout proof of ault or lack of reasonable care if the product was defective when sold, and unsually dangerous
Strict product liability
A product liability rule that states that those in business of selling or distributing defective products are liable for harm to individuals or property resulting from such defect–defect does NOT need to be unreasonably dangerous like under strict product liability
- Manufacturing defects
- Inadequate warnings/instruction
- design defects
REstatement (Third) of Torts: Product Liability
Published by the American Law Institute
Unde this act, a liensor of its software has special self-help remedies availble to protect its software, the right to be pade for usage, or its trade secrets
uniform Computer Information Transactions Act (UCITA)
Damges resulting from a buyer’s needs that the seller was aware of at the time of contracting
Consequential damanges
Suing for possession of goods wrongfully held by the seller, if hte buyer is unable to cover
Replevin
Substituting gods from another seller, if original seller breaches contract and doesn’t deliver
“covering”
UCC rule applying to any transaction that creats a lease, regardless of form
Article 2A of UCC
A 3 party transaction in which the lessor acquires title or right ot possess goods from a supplier
Finance lease
Contracts for sales of goods pbetwen persons or companies of different countries follow these rule
Contracts for the International Sale of Goods (CISG)
