Flashcards in Sales Law Deck (21):
What sales are covered under the Uniform Commercial Code (UCC)?
Only sales of goods are covered under the UCC.
What elements are needed for a sale covered under the Uniform Commercial Code (UCC)?
Offer - You offer to sell something at a price
Acceptance - the other party accepts
Consideration - Something of value has been exchanged for the goods
Note: The UCC only covers sales of goods.
What are the elements of a Firm Offer?
You offer to sell something at a price and keep that offer open for a set period of time
3 months max
Only merchants can make firm offers
Must be in writing and signed
Under what situations are sales of goods covered by the Statute of Frauds? What are the exceptions?
If value of goods sold is >$500; sales contract must be in writing
Exceptions: Merchants can enter into oral contracts for > $500 items.
Oral contracts are binding for special or uniquely-made items (i.e. custom cabinets or custom furniture that could not be sold if buyer reneged)
When does title and risk of loss transfer on a sale of goods?
If terms are:
FOB shipping point: Title transfers at point of shipment (i.e. when loaded on truck)
FOB destination: Title and risk transfers once item is delivered
What is a Warranty of Title?
The seller has the right to sell the good and no one else can stake claim to that good
All items sold must have Warranty of Title
Can NOT be disclaimed
What is Warranty of Merchantibility?
This good will do its intended purpose
Can be disclaimed
What is Warranty of Fitness?
This good is the right choice for you based on the seller's expert opinion
Can be disclaimed
What is strict liability with respect to buyer protection?
Manufacturers of goods cannot disclaim that their products will be safe
Can be liable if negligent
What are non-conforming goods with respect to buyer protection?
Buyer can reject some or all of the shipment if the seller didn't perform as agreed and ship what was expected
Must give notice
Must give seller a chance to remedy the situation
What is the statute of limitations with respect to buyer protection?
Buyer must sue to recover damages within 4 years.
Qualifications of merchant firm offer
1. Seller must be merchant
2. In writing & signed
3. Gives assurance it will be kept open for a certain time (3 mo. max)
What makes UCC unique
- only have to include quantity
- perform perfectly
- minor change = acceptance
- this is a counteroffer in common law
Exceptions to needing writing for sale of goods $500+
Speciality mfg goods
Written confirmation between merchants
Admitted in court contracts
Risk of loss - no carrier, non merchant
Passes on tender of delivery
Risk of loss - no carrier, merchant
Passes on actual delivery
Risk of loss - carrier, shipment contract
Passes on delivery to carrier
Risk of loss - carrier case, destination contract
Passes at destination
Risk of loss - breach
Remains with seller
Risk of loss - sale on approval
Seller until approval