Determining Terms

Question 1

Delivery & Risk of Loss in UCC Ks - Shipment by Carrier (Shipment Ks)

Answer 1

Seller only obligated to ship goods to buyer

• Risk of loss passes to buyer when seller delivers goods to carrier
• If K is otherwise silent on shipment terms, shipment K is presumed if K requires shipment by 3rd party carrier

Question 2

Delivery & Risk of Loss in UCC Ks - Shipment by Carrier (Destination Ks)

Answer 2

Seller obligated to ensure goods reach buyer

• Risk of loss passes to buyer only when buyer takes delivery

Question 3

Delivery & Risk of Loss in UCC Ks - Non-Carrier Delivery (Merchant Seller)

Answer 3

Goods not shipped by common carrier

• ROL passes to buyer when he takes physical possession

Question 4

Delivery & Risk of Loss in UCC Ks - Non-Carrier Delivery (Non-Merchant Seller)

Answer 4

Goods not shipped by common carrier

• ROL passes to buyer upon tender of delivery

Question 5

Delivery & Risk of Loss in UCC Ks - Goods Destroyed before ROL Passes

Answer 5

K is avoided if no party at fault

Question 6

Delivery & Risk of Loss in UCC Ks - FOB Location

Answer 6

Seller bears risk and expense of getting goods to the named location, at which point risk passes to buyer

• e.g. A in Akron sells goods to B in Boise; K states “FOB Boise”; A is responsible for getting goods to Boise, then risk passes to B

Question 7

Delivery & Risk of Loss in UCC Ks - Breach & ROL

Answer 7

If buyer rejects defective goods or revokes acceptance, ROL does not pass to buyer until defects are cured or she accepts

Question 8

Warranty - Definition

Answer 8

A warranty is a promise regarding a K

• UCC Ks have default implied warranties, which can be disclaimed

Question 9

Express Warranty - Definition

Answer 9

Promise about quality or feature of a product

• E.g. manufacturer claims cell phone is water proof to 20 feet
• Breached if the product falls short of seller’s promise or description

Question 10

Implied Warranty of Merchantability

Answer 10

Teller automatically warrants goods are fit for their ordinary purpose

Question 11

Implied Warranty of Fitness for a Particular Purpose

Answer 11

Seller warrants that goods are fit for buyer’s purpose if:

1) Buyer has a particular purpose

2) Buyer relies on seller to select suitable goods; and

3) Seller has reason to know of buyer’s purpose and reliance on seller

Question 12

Limiting Warranty Liability - Disclaimer

Answer 12

Limits liability for implied warranties

• “As is” or “with al faults” language is enforceable
• Disclaimers will not limit liability for express warranties

Question 13

Limiting Warranty Liability - Remedy Limitation

Answer 13

Limits recovery upon breach of warranty

• generally valid for all warranties