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Flashcards in Ch 13 Deck (31):
0

Article 2 (Sale of Goods) of the UCC: 3 objectives

1 sets requirements on sales contracts + how they're formed

2 Regulates performance and obligations under sales Contracts

3 sets remedies for breaches by buyer or seller

1

Sales contract

Contract for for sale of goods where ownership of goods is
Transferred from seller to buyer at a price

2

UCC Article 2 applies only to...

An actual sale

3

Sale

Passing of title to property from the seller to the buyer for a price

4

Tangible property

Property that has physical existence

Covered by article 2

5

Merchant

Person engaged in the purchase and sale of goods

Is considered to have a high degree of expertise

6

The scope of article 2A of the UCC

Difference btw article 2A and article 2

Uniform Laws and guidelines regarding leases of goods

Article 2A is basically a repetition of article 2 except it
Applies to lease of goods instead of the sale of goods

7

Lease

Under the UCC, a transfer of the right to possess and use
Goods for period in exchange for payment

8

Lessor (in lease of personal property)

Person who transfers his or her right to possess and use
Certain goods for period in exchange for payment (rent)

9

Lessee (in lease of personal property)

Person who acquires the right to possess and use another's
Goods for a period in exchange for paying rent

10

Open terms

Contract can be enforceable even when some of the terms are
Left unspecified

Ex. Leaving open: price, payment, delivery

11

Firm offer (by a merchant)

Offer that's irrevocable without consideration for a stated period
Of time

Firm offer by merchant must be in writing and be signed by
Offeror

12

Tender of delivery (under the UCC)

Seller's or lessor's act of placing conforming goods at the
Disposal of the buyer or lessee

And giving buyer or lessee whatever notification reasonably
Necessary to enable them to take the delivery (delivered at
Reasonable hour)

13

Conforming goods

Goods that conform to contract specifications

14

Perfect tender rule

Rule under which seller/lessor is required to deliver goods that
Conform perfectly with requirements of contract

A tender of no conforming goods automatically constitutes a
Breach of contract

15

Cure

Right of seller or lessor to repair, adjust or replace defective
Or nonconforming goods

16

The right of cure substantially restricts...

The right of the buyer or lessee to reject the goods

17

Anticipatory repudiation

2) What may the nonbreaching party do under this circumstance?

When one party communicates to the other that it does not
Intend to perform under the contract

2) Suspend performance

18

Cover

Buyer's or lessee's purchase on open market of goods to
Substitute for those promised and never delivered by seller

Under UCC if cost of cover exceeds the cost of contract goods,
The buyer can recover the difference + incidental and consequential
Damages

19

Consequential damages

Compensate for loss (such as lost profits) that isn't direct
But reasonably foreseeable at time of breach

20

Express warranty

Seller's/lessor's oral or written promise of fact, ancillary to an
Underlying sales or lease agreement

Pertains to quality, description or performance of goods
Being sold or leased

21

Implied warranty

Warranty that the law derives by inference from the nature of
Transaction

Or relative situations and circumstances of the parties

22

Implied warranty of merchantibility

Warranty that goods being sold or leased are reasonably fit
For ordinary purpose which they are sold/leased for

Are properly packaged and labeled, of fair quality, autimatically
Arises in sale from merchant these deals in goods of its kind

23

Implied warranty of fitness for a particular purpose

Warranty arises when seller/lessor knows the purpose for
Which buyer/lessee will use the goods

Also knows buyer/lessee is relying on skill and judgement of
Seller or lessor to select suitable goods

24

course if dealing

Prior conduct btw/parties to contract that establishes a common
Basis for their understanding

25

Usage of trade

Any practice or method of dealing having regularity of observance
In place, vocation or trade

Justifies expectation that will be observed with respect to
Transaction in question

26

E-contract

Contract that is formed electronically

27

Liscensing

Giving permission for the right of use

Ex. Permission to use software

28

Click-on agreement

Agreement that arises when a buyer engaging in a transaction
On a computer indicates his or her assent

Assent is bound by clicking on button that says "I agree"

29

Browse-wrap terms

Terms and conditions of use that are presented to Internet
User in times that products (like software) are being downloaded

User need not agree before being downloaded and installed
Can agree after product is installed

30

E-signature

Electronic function intended to have legal effect of a signature