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UCC Sales must involve:
- Goods
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Under Ucc, A firm offer is, even without consideration:
- Irrevocable
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Under UCC, In order for a firm offer to be irrevocable, it must have 3 elements:
- - Must be a merchant, in writing and guaranteeing it will be held open
- - it is irrevocable for the time stated, but max of 3 months
- - if no time is stated, it is irrevocable for a reasonable time
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Under UCC, If there are minor changes between merchant, the contract:
- may still have valid acceptance, unless no changes are to be made according to the contract
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Under the UCC, the mailbox rule states that acceptance is valid when:
- sent with any reasonable means of communication
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Under the UCC, the prompt shipping of ordered goods also counts as:
- proper acceptance, even if the goods are non-conforming (though this might be a breach)
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Under the UCC, you may modify a contract without added consideration if:
- - the contract is under $500, otherwise the modification must be made in writing
- - the modification must be made in good faith
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Under the UCC, duties of the seller include:
- - Conforming goods for buyer
- - give reasonable notification
- - make perfect tender (no defects)
- - if no place of delivery is stated, the seller's place of business is the place
- - if specified delivery is impractical, seller may substitute a different means
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Under the UCC, the duties of a buyer include:
- - accept conforming goods
- - paying at time of delivery
- - paying by any reasonable means
- - right to inspect prior to payment, except for COD sales
- - buyer might revoke an acceptance for substantial defects
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Under the UCC, a buyer may reject nonconforming goods for:
- - any nonconformity
- - may reject all, some, or none of the goods
- - rejection returns title to seller
- - must notify seller within a reasonable time
- - seller has a right to cure by notifying buyer of correction
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Under the UCC, statue of fraud (no writing required even if over $500) exceptions include:
- - specially manufactured goods
- - payment of goods or receipt of goods
- - admissions in court
- - merchants conforming letter (if no objection within 10 days)
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Under the UCC, title and risk of loss pass when:
- - the goods must be first identified (marked or tagged for a buyer)
- - once identified, the most important factor is the agreement between the parties
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Under the UCC, transportation by common carrier are either:
- FOB shipping or destination contract
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Under the UCC, an FOB shipping contract is:
- risk of loss passes when the seller delivers goods to carrier
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Under UCC, destination contracts are:
- risk of loss passes when seller gets goods to the designated destination and notifies buyer of delivery
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Under the UCC, if unclear between FOB shipping or destination, then contract is:
- FOB shipping
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Under the UCC, , If there is no common carrier:
- - title passes as soon as contract is made with identified goods
- - risk of loss with merchant sellers pass when buyer take possession
- - risk of loss with nonmerchants passes on delivery
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With nonconforming goods, risk of loss is always:
- - on the seller
- - title passes when seller completes delivery
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Under the UCC, Buyer/seller will have an insurable interest when:
- - buyer, goods are identified
- - seller, if seller has any risk of economic loss or title
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Different FOB (free on board) contracts:
- - FOB seller's loading dock is a shipment contract
- - FOB buyer's loading dock is a destination contract
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CIF means the price includes:
- - cost of good
- -Insurance
- - freight
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A sale on approval means:
- neither risk of loss nor title pass until buyer approves
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Sale on return means:
- buyer gets risk of loss and title on delivery, but may return goods
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Under the UCC, An implied word requires:
- - no words, either oral or written
- - can be disclaimed, if conspicuous
- - cannot disclaim liability for personal injury
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Merchantability means that:
- - goods are fit and safe in normal uses
- - can be disclaimer by an as is (with all fault) sale or by telling buyer no warranty of merchantability
- - disclaimer can be oral
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The 3 warranties of title are:
- - title (good title)
- - encumbrances (no unstated liens or attachments)
- - infringements (no patent or trademark violations)
- - disclaiming title requires specific language
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Fitness for a particular purpose warranty requires:
- - reliance from buyer on seller to select suitable goods
- - if buyer relies, goods must be fit for their purposes
- - a writing is required to disclaim fitness
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A buyer may sue a seller for:
- - any misrepresentation of fact
- - opinions and statements of values don't count unless made by an expert
- - conformity to description, sample or model is an express warranty
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Under the UCC, a buyer can obtain remedy by:
- - rescinding and suing for damages
- - may cover (purchase suitable goods elsewhere and charge seller for losses)
- - may recover goods from seller if prepaid and goods are identified
- - specific performance may be used if goods are unique or buyer cant cover
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Under the UCC, a seller can obtain remedy by:
- - reselling and suing for damages
- - may stop delivery and demand cash, if a credit sale and buyer becomes insolvent
- - if goods were already delivered, seller can reclaim within 10 days. No limit if buyer misrepresented solvency
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Under the UCC, statute of limitation suits must be brought within:
- - 4 years
- - by agreement it can be limited to a minimum of 1 year
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Under the UCC, injured parties can sue for ordinary negligence by showing:
- showing 4 elements of negligence
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Under the UCC, strict liability (no defense) in tort must show 5 elements:
- - Defective product
- - Cause
- - Unreasonably dangerous
- - Business (seller engaged in it)
- - Changes (none before goods reached buyer)
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