An assertion or action by a party indicating that he or she will not perform an obligation that the party is contractually obligated to perform at a future time.
A clause in a contract designating the official language by which the contract will be interpreted in the event of a future disagreement over the contract�s terms.
A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract.
Goods that conform to contract specifications.
Course of dealing
Prior conduct between parties to a contract that establishes a common basis for their understanding.
"A buyer or lessee�s purchase on the open market of goods to substitute for those promised but never delivered by the seller. Under the Uniform Commercial Code, if the cost of cover exceeds the cost of the contract goods, the buyer or lessee can recover the difference, plus incidental and consequential damages."
"Under the Uniform Commercial Code, the right of a party who tenders nonconforming performance to correct his or her performance within the contract period."
A contract in which the seller is required to ship the goods by carrier and deliver them at a particular destination. The seller assumes liability for any losses or damage to the goods until they are tendered at the destination specified in the contract.
Document of title
"Paper exchanged in the regular course of business that evidences the right to possession of goods (for example, a bill of lading or a warehouse receipt)."
The transfer of goods to a merchant who deals in goods of that kind and who may transfer those goods and all rights to them to a buyer in the ordinary course of business [UCC 2�403(2)].
"A seller�s or lessor�s oral or written promise, ancillary to an underlying sales or lease agreement, as to the quality, description, or performance of the goods being sold or leased."
An offer (by a merchant) that is irrevocable without consideration for a period of time (not longer than three months). A firm offer by a merchant must be in writing and must be signed by the offeror.
"Under the UCC, good faith means honesty in fact, with regard to mechants, good faith means honesty in fact and the observance of reasobale commercial code standards of fair dealing in trade"
Good faith purchaser
A purchaser who buys without notice of any circumstance that would put a person of ordinary prudence on inquiry as to whether the seller has valid title to the goods being sold.
An item of property that is tangible and movable
"In a sale of goods, the express designation of the specific goods provided for in the contract."
A warranty that the law derives by implication or inference from the nature of the transaction or the relative situation or circumstances of the parties.
Implied warranty of fitness for a particular purpose
A warranty that goods sold or leased are fit for a particular purpose. The warranty arises when any seller or lessor knows the particular purpose for which a buyer or lessee will use the goods and knows that the buyer or lessee is relying on the skill and judgment of the seller or lessor to select suitable goods.
Implied warranty of merchantability
"A warranty that goods being sold or leased are reasonably fit for the ordinary purpose for which they are sold or leased, are properly packaged and labeled, and are of fair quality. The warranty automatically arises in every sale or lease of goods made by a merchant who deals in goods of the kind sold or leased."
"Under the Uniform Commercial Code, a contract that requires or authorizes delivery in two or more separate lots to be accepted and paid for separately."
An interest either in a person�s life or well-being or in property that is sufficiently substantial that insuring against injury to (or the death of) the person or against damage to the property does not amount to a mere wagering (betting) contract.
"In regard to the lease of goods, an agreement in which one person (the lessor) agrees to transfer the right to the possession and use of property to another person (the lessee) in exchange for rental payments."
Is one who acquires the right to the possession and use of goods under a lease.
Is one who transfers the right to the possession and use of goods under a lease.
"A person who is engaged in the purchase and sale of goods. Under the Uniform Commercial Code, a person who deals in goods of the kind involved in the sales contract; for further definitions, see UCC 2�104."
An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces.
"Sometimes, the unforeseen event only partially affects the capacity of the seller or lessor to perform, and thus the seller or lessor can partially fulfill th econtract but cannot tender total performance. In this event, the seller or lessor is required to allocate in a fair and reasonable manner any remaining production and deliveries among its regualr customers and those to whome iit is contractually oblicaged to deliver teh goods."
Perfect tender rule
"A common law rule under which a seller was required to deliver to the buyer goods that conformed perfectly to the requirements stipulated in the sales contract. A tender of nonconforming goods would automatically constitute a breach of contract. Under the Uniform Commercial Code, the rule has been greatly modified."
A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services.
"The legal liability of manufacturers, sellers, and lessors of goods to consumers, users, and bystanders for injuries or damages that are caused by the goods."
Requirements of contract
An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires.
Revocation of Acceptance
In certain circumstances a buyer or lessee is permitted to revoke his or her acceptance of the goods.
Sale or return
"A type of conditional sale in which title and possession pass from the seller to the buyer; however, the buyer retains the option to return the goods during a specified period even though the goods conform to the contract."
A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price.
"A contract in which the seller is required to ship the goods by carrier. The buyer assumes liability for any losses or damage to the goods after they are delivered to the carrier. Generally, all contracts are assumed to be shipment contracts if nothing to the contrary is stated in the contract."
Statute of repose
"Basically, a statute of limitations that is not dependent on the happening of a cause of action. Statutes of repose generally begin to run at an earlier date and run for a longer period of time than statutes of limitations."
"Property that has physical existence and can be distinguished by the senses of touch, sight, and so on. A car is tangible property; a patent right is intangible property."
Tender of delivery
"Under the Uniform Commercial Code, a seller�s or lessor�s act of placing conforming goods at the disposal of the buyer or lessee and giving the buyer or lessee whatever notification is reasonably necessary to enable the buyer or lessee to take delivery."
Usage of trade
"Any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question."
Warranty of Title
"Good title (sellers warrant that they have good and valid titel to the goods sold and that the transfer of the title is rightful); No liens (protects buyers and lessees who are unaware of any claims, charges or liablities against goods at the time the contract is made); No infringements (merchant automatically warrents that the buyer or lessee takes the good free of infringment, a promise that the goods delievered are free from any copyright, trandemark, or patent claims of a third person)."