Uniform Commercial Code Article 2 Flashcards
Items sent by mail or fax constitutes acceptance as soon as
Sent
A contract written for goods in excess of $500 applies to the statute of frauds and not the
UCC sales article
Under the sales article a quantity must be
Specified to be enforceable
Tendered means
Delivery of goods
For non merchants goods are made tendered for delivery when they are available
For pick up
In a shipping contract goods risk of losses passes from seller to buyer when
Goods are delivered to the carrier
If the destination is the sellers loading doc the risk of loss passes when the goods are delivered
To the carrier
Goods must be segregated and associated with a contract before the
Buyer has rights to the goods in the contract
A sellers obligation under a FOB destination contract is to tender delivery at a
Specific destination
Under sales UCC the warranty of title is an implied warranty that
Protects purchasers who do not know of a lien that exists on a purchase
The three types of express warranties are
Affirmations of fact or promise
Description of the goods
Sample or model (bulk)
The implied warranties are
Merchantability
Usage of trade
Fitness for a particular purpose
The implied warranty of fitness for a particular purpose arises when the seller knows the particular purpose
For which the buyer will use the goods and the buyer is relying on the sellers skill
The creation of An express warranty is due to
It must be part of the basis of the bargain between buyer and seller
The warranty of title can b excluded by using a
Disclaimer that the seller is only passing what right or title seller had
The implied warranty of Merchantability is by law. It arises when the seller sells the
Goods purchased
Under strict liability a person can recover because the merchant is responsible to pay damages
No matter how much fault they share
A breach of implied warranty of Merchantability must show the merchant sold the goods
And the breach of this warranty was the cause of an injury suffered
The implied warranty of Merchantability may be disclaimed orally or in writing as long as it mentions
Merchantability
A person can only seek specific performance when the hoods are
Unique.
A remedy of replevin requires the units to b
Identified in the contract
Punitive damages are only granted in
Intentional torts and other lawsuits but not from breach of contract
Liquidated damages clauses are valid only if they are reasonable in terms of the actual loss and the actual loses would be
Difficult to estimate
When goods are withheld and the buyer has made a deposit or payment and no liquidated damages clause the seller may keep
$500 or 20% of the purchase price
To settle contractual damages you must give the wronged party the
Benefit of the bargain.
Special ordered goods does not have to b in writing if it’s
$500 or more
If someone accepts a portion of the good the oral contract is enforceable up to the amount shipped and
Accepted
Shipping nonconforming goods is a breach of contract under a shipping agreement.
The person may choose to accept or reject and pursue remedies
The seller may be excused from performance if goods are destroyed before
Title passes to the buyer
A buyer can be released from obligations if the seller refuses to give
Written assurance of performance when reasonably demanded by buyer
Casualty to identified goods allows the buyer to inspect and accept damage goods or
Avoid the contract
Cash on delivery does not allow inspection before payment but
Nonconforming goods may later be rejected.
Whether the UCC sales article is applicable does not depend on
The price of the goods involved
Rejections and revocations are not valid until
Received
A change in delivery date of a contract is not a firm offer because the
Agreement does not have to be on writing nor additional consideration given for the sales of goods.
When a buyer orders goods to be shipped by a seller a seller can accept by
Shipment of conforming goods
Prompt promise to ship
Ship nonconforming goods without notice of accommodation.
Statute of frauds under UCC requires the
Signature of person to be charged
Quantity of goods ordered
Written evidence of an agreement
If a confirmatory memo is sent and not objected in writing by 10 days by the merchant receiving it the the statute of frauds is
Satisfied
AFTPDT formula
Application, formation, terms, performance, damages, title and risk of loss
Mineral oils gas or structures on earth if severed by the buyer Is governed by
Real estate
The transfer of personal property but not title is a
Bailment
If the seller is a non merchant risk of loss passes from seller to buyer at the time the seller
Tenders delivery
Goods tender of the goods at the seller place of business or use the sellers truck to deliver goods does not
Pass the risk of loss from the merchant to buyer
If a confirmation memorandum is sent and not objected in writing within 10 days the
Statute do frauds is satisfied
When the seller is a non merchant the risk of loss pass to buyer at the time the
Seller tenders delivery
Replevin is to recover that which is being improperly
Held by the seller
Punitive damages are for intentional torts
Suits
If there is no liquidated damages clause
The seller may keep $500 or 20% of the purchase price whichever is less
