UCC Flashcards
Express Warranties by Affirmation, Promise Description, Sample (2-313)
- any affirmation of fact/promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the good shall CONFORM to the description
- any description creates an express warranty that the goods will conform
- any sample/model which is made part of the basis of the bargain creates an express warranty
- no need to use “warranty” or “guarantee”
- merely the seller’s opinion does not create a warranty.
Implied Warranty of Merchantability (2-314)
- implied warranty that goods will be merchantable
- good will do what you expect it to do
- will be properly contained
- product in container is the same as on container
- good pass w/in industry and are approved
- if mass manufacturing lots of small pieces, don’t expect all to be perfect
Fitness for a Particular Purpose (2-315)
- seller know why you’re buying the product
- knows you’re relying on her to pick product for that purpose
- you have to actually rely on the seller’s expertise
Exclusion/Modification of Warranties (2-316)
-can disclaim implied warranties with certain requirements (conspicuous)
Right to Adequate Assurance of Performance (2-609)
- reasonable ground for insecurity
- written demand for assurances (be specific about reasons for insecurity)
- suspend performance
- reasonable time to respond
- if no answer w/in reasonable time, anticipatory repudiation (2-610)
Anticipatory Repudiation (2-610)
- definite and unequivocal
- substantially impair value of K
- options: wait and see if breaching party changes their mind or invoke available remedies
Retraction of Anticipatory Repudiation (2-611)
- retract up to the time of performance
- unless the aggrieved party has cancelled or materially changed his position
Cure by the Seller of Improper Tender or Delivery (2-508)
- Absolute: if there is time after the buyer rejects for the seller to perform under the K, they have an absolute right to cure
- Conditional: If the time under the K has expired, the seller can still cure if they had reasonable grounds to believe the buyer would accept the goods
Buyer’s Rights on Improper Delivery (2-601) (Rejection)
- return goods to seller for any non-conformity
- can reject all the goods, or just the non-conforming ones
Manner and Effect of Rightful Rejection (2-602(1))
- rejection of goods must be within reasonable time after their delivery or tender.
- it is ineffective unless the buyer seasonably notifies the seller
What Constitutes Acceptance of Goods (2-606) (1)
- affirmatively signify to seller
- wait too long to reject after a reasonable opportunity to inspect
- do an act inconsistent with rejection claim
Revocation of Acceptance in Whole/Part (2-608)
- After acceptance
- non conformity
- keeping the goods would substantially impair value to buyer (subjective test)
- excuse: knew (seller assured you they would cure) or don’t know (nature made defects difficult to discover)
Unconscionable Contract/Term (2-302)
- if the court as a matter of law finds the contract/ any clause to have been unconscionable at the time it was made, the court may refuse to enforce the contract.
- it may only refuse to enforce the specific clause.
Excuse by Failure of Presupposed Conditions (2-615)
- except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:
- -failure of supported condition
- -unforeseeable
- -basic assumption
- -allocation of risk
