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Flashcards in Contracts - UCC Deck (10):

UCC 2-205: Firm Offer Rule

A signed writing by a merchant which by its terms gives assurances that it will be held open is not revocable for lack of consideration for the stated period of time (not to exceed 3 months).


Requirements K

K where one party agrees to supply as much of a good or service as is required by the other party, and in exchange the other party expressly or implicitly promises that it will obtain its goods or services exclusively from the first party.


UCC 2-712: Cover by Buyer

After covering aggrieved buyer may recover:
Price to Cover minus K Price PLUS Incidental and Consequential Damages


UCC 2-615: Impracticability

Delay in delivery or non delivery…by a seller is not a breach if the seller’s performance is made impracticable by a contingency whose nonoccurrence was a basic assumption on which the K was made.



Subjective: impossibility will not excuse duties of performance
Objective: impossibility will excuse duties of performance under K


UCC 2-601: Non-Conforming Goods

Buyer has three options:
1. He can accept the whole shipment
2. He can reject the whole shipment
3. He can accept any commercial unit or units and reject the rest


Free on Board (FOB)

Seller is responsible for getting goods to a shipper designated by the buyer. At this point, the risk of loss passes from the seller to the buyer.


Incidental Damages

Expenses incurred by the injured party as a result of the other party’s breach of K.
-expenses for inspection, receipt, transportation
-storage of rejected goods or services
-expenses associated with buying replacement goods or services, and
-any other expense related to delay in delivery or nondelivery.


Consequential Damages

Damages not derived directly from breach, but from the results of the breach (more indirect in nature). Ex: losses Buyer incurs which Supplier had reason to know at the time of contracting and which Buyer could not reasonably have prevented.


UCC 2-609: Right to Adequate Assurances

When reasonable grounds for insecurity arise, one
party may (in writing) demand adequate assurances from the other that performance will occur. Assurances must be provided within a reasonable time (no more than 30 days). Failure to provide assurances is a repudiation of the K.