Key Terms
Rule
Different terms cancel each other out. In most states, the canceled terms are replaced by UCC gap-filler provisions.
Contract Formation
Someone asks a vendor for a computer; the vendor delivers it and the buyer starts using it. No price was discussed.
Required Writing / Merchant Exception
A buyer sends a written purchase order to a supplier. The supplier receives it and says nothing.
Additional Terms
A buyer's order form and a seller's acknowledgment form both have pre-printed terms that don't match. The seller's form
Modification
Two parties have a contract. Unexpected circumstances increase costs.
Key
Looks at how the parties have acted in THIS contract, not past ones.
Logic
Parties are free to set their own terms. When they haven't, their conduct reveals their intent.
NOTE
Courts do not rigidly apply this hierarchy when weighing usage of trade against UCC gap-fillers in practice.
Rule when BOTH parties are merchants
The additional term becomes part of the contract UNLESS: 1. The offer expressly states it cannot be accepted with additi
Conforming goods
Goods that meet contractual specifications and satisfy performance requirements.
Non-conforming goods
Goods that fail to meet contractual specifications; give the buyer the right to reject or revoke.
Three ways a seller creates an express warranty
1. Affirmation of a fact or a promise 2.
Example
A seller states that a product was recently serviced and won't need service again for a specific period. The buyer relie
Uniform Commercial Code (UCC)
Proposed set of laws governing commercial transactions; created 1952; adopted by all 50 states, D.C., and US territories
Goods
Any moveable physical object except money and securities; tangible personal property.