Sales Flashcards
Breach of an Express Warranty
Under Texas law, any affirmation of fact made by a seller to a buyer that relates to the goods and is part of the basis of the bargain creates an express warranty.
Implied Warranty of Merchantability
Under Texas law, an implied warranty of merchantability is read into a contract only if the seller is a merchant who deals in goods of that kind.
Implied Warranty of Fitness for a Particular Purpose
An implied warranty of fitness for a buyer’s particular purpose attached only if a seller has reason to know that the buyer has a special purpose in mind and is relying on the seller to pick out suitable goods.
Parol Evidence bars EE
Under Texas law, the UCC presumes all writings are partial integrations unless there is evidence that the parties intended a writing to be complete agreement. If a court does not find that the writing was intended as the complete and exclusive agreement of the terms, parol evidence of consistent, additional terms is permitted – unless the term is something that would certainly have been included in the writing. Almost all parol evidence gets in under Article 2.
Revocation of Acceptance
Under Texas law, a buyer may revoke acceptance if a defect substantially impairs the value of the goods and (i) was difficult to discover or (ii) the seller assured the buyer that the goods conformed to the contract.
Refund of Payments after Revocation (damages)
Under Texas law, a buyer who rightfully revokes acceptance of goods is entitled to a refund of payments made to the seller, plus incidental and consequential damages. Incidental damages include expenses reasonably incurred in the inspection or transportation of goods with respect to which the buyer has rightfully revoked acceptance.
Consequential Damages
Under Texas law, consequential damages are available only if they were reasonably foreseeable to the seller at the time of the contract.
