UCC Sale of Goods Flashcards
UCC
Uniform Commercial Code
Goods
Moveable, tangible things
Merchant
One who regularly deals in goods of the kind sold, this is who UCC applies to
What does UCC do?
Give consumers confidence, keeps economy moving quickly
If K of goods and services which one rules?
The more dominant aspect of the contract
Offer Revocability
Merchant’s written offer is irrevocable for the stated period or for a reasonable period
Acceptance in UCC contract
Any reasonable matter
No mirror image rule in UCC
Acceptance can modify the terms
If non-merchant: additional terms can be ignored
If both merchants: additional terms are generally included
Input/Output K
I will buy all output, quantity specification not needed
Requirement K
I will sell you everything you require
Generally seller warrants
Passing good title, unencumbered by liens and no infringements
Express Warranties
Express Promise, description, sample, specific, factual promise
Implied Warranty of Merchantability
Goods are fit for the ordinary purposes for which such goods are used
Are sellers always liable for defects?
Yes, even if they don’t know they exist
Implied Warranty of Fitness for a particular purpose
A) Seller knows the purpose for which the goods are to be used
B) Seller knows the buyer is relying on the seller’s skill/judgement
C) Buyer relies on seller’s skill/judgement
(If you say the car can hold 10,000 lbs it must be able to)
Disclaimers
Written, clear, conspicuous language, easy to see
Magnuson-Moss Warranty Act
Protects consumers os they are protected with warranties, all warranties must be displayed on one page
Full-Warranty
Covers everything that goes wrong (repair, replace, refund)
When does title pass in UCC?
Title passes at the time of delivery to the buyer
Delivery
look to contract terms
Shipment Contract
Assumed under UCC, when goods are given to the shipper the title passes, risk of loss is buyer at shipper, type of FOB
Destination contract
When goods are tendered to a specific location, type of FOB, risk of loss is buyer at destination
When does title pass if no delivery is required?
Title passes at time of K for identified goods, risk of loss is transferred when buyer takes possession
