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Business Law > Sales, licensing, and e-commerce > Flashcards

Sales, licensing, and e-commerce Flashcards

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1
Q

The sales of goods in the United States are regulated by … .

A

Article 2 of the Uniform Commercial Code (UCC)

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2
Q

… are items of personal property attached to real property that cannot be removed without damage.

A

Fixtures

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3
Q

A … is defined as a person dealing in goods of the kind or otherwise by their occupation holds themselves out as having knowledge or skill peculiar to the practices or goods involved in the transaction.

A

merchant

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4
Q

… can be seen as written or electronic impulse instructions to a computer.

A

Software

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5
Q

… states that the owner of a copy of the software can sell it to whoever he wants and make more copies.

A

Doctrine of first sale

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6
Q

The American Law Institute (ALI) has generated … in order to set up some basic rules regarding software licensing.

A

principles of the law of software contracts

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7
Q

Most states do not have one particular law for software licenses, so every case needs to be looked at … .

A

seperately

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8
Q

The term offer is not an .. .term under the UCC, but it is used in several sections.

A

official

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9
Q

Next to the term offer, the term … is also not defined in the UCC.

A

acceptance

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10
Q

Under the UCC, the … has been abandoned, as this states that the acceptance must have the exact same conditions as the offer.

A

mirror-image rule

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11
Q

In a … negotiation surrounding the essential terms of the contract, neglecting to bargain over items that are less immediately important happens.

A

battle of the forms

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12
Q

If one of the people involved in the agreement is not a merchant, the other party must first … the additional terms for them to become part of the offer.

A

accept

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13
Q

When there are conflicting terms, the … can be applied, in which the conflicting terms are replaced with … of the UCC.

A

knockout rule, gap-fillers

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14
Q

In a … , the license terms are placed on the outside of the box that contains the software.

A

shrink-wrap license

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15
Q

In a … , the user gets a notification on his screen that he has to agree to the terms of the license by clicking on a symbol in order to use the software.

A

click-wrap license

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16
Q

In a … , the user does not have to consent to the agreement but can be held liable.

A

browse-wrap agreement

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17
Q

Contracts need to have … in order to be enforceable. (This does not hold for a firm offer, which is a signed offer from a merchant that states that the offer will be kept open.)

A

consideration

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18
Q

The UCC also contains a … , which states that a contract of sales of goods of over $500 can only be enforceable if it is at least partly written.

A

statute of frauds

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19
Q

Most states hold … contracts to the same rules as physical contracts, and federal law states that these types of contracts should be accepted.

A

electronic

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20
Q

The … states that there are four basic rules regarding electronic contracting.

A

Unifrom Electronic Transactions Act (UETA)

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21
Q

Any mark of process online intended to sign an electronic record is seen as an … .

A

online signature

22
Q

The … makes sure that the signature, contract, or record is seen as legal and may not be denied enforceability just because it is electronic.

A

Electronic Signatures in Global and National Commerce Act (E-Sign Act)

23
Q

While the … deals with intrastate commerce, the … looks at commerce between states and internationally.

A

UETA, E-Sign Act

24
Q

If the goods do not live up to the expectation of the buyer, he might sue the seller for breaching the … , as he expected the goods to have certain qualities or perform better.

A

warranty

25
Q

… is the explicit promise of the seller that the goods will have certain attributes.

A

Express warranty

26
Q

… happens when the seller shows an opinion about the quality of the product

A

Puffing

27
Q

… relies on the promise that the products are relatively suitable for the purpose for which they were sold

A

The implied warranty of merchantability

28
Q

… is the promise that the products are fit for a particular purpose that goes further than the normal usage of the products.

A

The implied warranty of fitness for a particular purpose

29
Q

Instead of breach of warranty, the buyer can also sue in … for strict product liability, as this is more likely to succeed.

A

tort

30
Q

The … is a federal law protecting consumers from deceptions in warranties.

A

Magnus-Moss Warranty Act

31
Q

A … gives the consumer the right to free repair or replacement of a broken product.

A

full warranty

32
Q

A … limits the right of the consumer to free repair or replacement.

A

limited warranty

33
Q

There is always the chance that goods get lost when they are shipped. In this case, the buyer and seller set up an agreement on when the … passes from buyer to seller.

A

risk of loss

34
Q

When the seller is not a merchant, the risk of loss passes to the buyer upon … , which is when the seller has notified the buyer that the goods are sent for delivery.

A

tender of delivery

35
Q

Every buyer has to pay for the goods he has contracted to buy. However, if the goods are … (not up to par), the buyer has the right to reject these goods.

A

nonconforming

36
Q

If a contract is indeed unfair, a judge may decide to decline certain terms or even the whole contract. At this point, the contract is declared … .

A

unconscionable

37
Q

Procedural unconscionability looks at whether one was persuaded to enter the contract without having a real choice. These types of contracts are also known as … .

A

adhesion contracts

38
Q

… looks at whether the terms of the contract are unreasonably unfair or oppressive so that one side has a great advantage.

A

Substantial unconscionability

39
Q

The … doctrine, which is also part of the UCC, states that if the contract is breached due to unforeseen circumstances that make the performance of the contract impractical, it is not seen as a breach of contract.

A

commercial impracticability

40
Q

In order for the non-breaching party to get what they would have gotten if the contract was fulfilled, the UCC often tries to award them … .

A

monetary damages

41
Q

If the contract goods are unique, the court can also order the seller to still deliver them to the buyer, which is called … .

A

specific performance

42
Q

Outside the United States, goods fall under the … .

A

Convention on Contracts for the International Sale of Goods (CISG)

43
Q

When a contract has been made for the sale of goods between states, it falls under … .

A

Article 2 of the UCC

44
Q

… are generally the difference between the value of the performance received and the value of the performance promised as measured by contract or market value.

A

Direct damages

45
Q

The compensation for the economic losses which stem directly and immediately from the act that breached the contract. Damages are calculated based on the proven harm, loss, or injury suffered by the plaintiff

A

Compensatory damages

46
Q

In the context of the contract breach, it is a compensation for the losses that occur as a foreseeable and traceable, but not immediate result of the breach (as compared to direct damages)

A

Consequential damages

47
Q

A buyer’s obligation to buy substitute goods elsewhere (and be reimbursed for the extra costs by the original seller) if a seller wrongfully fails to deliver the tendered goods

A

cover

48
Q

In UCC, it is a signed offer by the merchant with indication of the time for which the offer will be kept open; if not stated, it is open for up to 3 months. It cannot be revoked.

A

Firm offer

49
Q

An item which is transferable (either physically or as a digital copy) and can be sold.

A

Good

50
Q

In some way separating goods from other common goods so that they become “assigned” to a particular sale of goods contract.

A

Identification of goods

51
Q

In a breach of contract, these are the minor damages that a nonbreaching party incurs in mitigating damages resulting from the breach (e.g., delivery cancellation costs, goods holding costs etc.); and the expenses incurred in connection with the return or subsequent disposal of goods that are the subject of the contract

A

Incidental damages

52
Q

A UCC rule which gives the buyer the absolute right to reject any goods in case any of the requirements of the contract are not met, such as quality or time of delivery.

A

Perfect tender rule

Business Law (4 decks)

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