The UCC Codes Flashcards
2-103
Merchants required to form contracts in good faith
Gap filler UCC for defining OFFER
2-306
Good faith amount
The purchase price was in good faith
Gap filler UCC for defining OFFER
2-305
Reasonable price applied when the price is left open
Gap filler UCC for defining OFFER
2-307
All goods are to be delivered at one time, not in several lots
Gap filler UCC for defining OFFER
2-311 sec 2
Buyer has option of selecting the assortment of goods and the seller has the option of determining the shipping arrangements
Gap filler UCC for defining OFFER
2-308
Place of delivery for goods is the seller’s place of business or residence
Gap filler UCC for defining OFFER
2-310(b)
If the agreement authorizes the seller to send goods to the buyer (and the location of buyer and seller in distance cities could amount to this authorization), the seller may use documents of title and ship under reservation
Gap filler UCC for defining OFFER
2-301, 2-310(a), 2-507
Payment of price is due upon receipt of the goods
Gap filler UCC for defining OFFER
2-312
The seller warrants that the title conveyed shall be good
Gap filler UCC for defining OFFER
2-314
A merchant seller warrants the goods are “merchantable”
Gap filler UCC for defining OFFER
2-210
With certain qualifications, duties may be delegated and rights may be assigned to third parties
Gap filler UCC for defining OFFER
UCC 2-207
Sale of goods UCC for Counter offer
Acceptance valid even if states Add’tl or Diff terms UNLESS the acceptance is made “expressly conditional on assent” to the A or D terms
Add’tl or Diff terms are considered proposals for modification between merchants and become part of the K unless…
The offer expressly limits acceptance to the terms of the offer
The terms materially alter the K
Notification of objection to them has been given within a reasonable time
If parties proceed, but with different terms, Knockout doctorine, opposing terms are canceled out and filled with UCC gap fillers
