Key Terms
Covers
Sale of goods, secured transactions, and negotiable instruments.
RULE
Different terms CANCEL EACH OTHER OUT. In most states, the cancelled-out terms are replaced by UCC gap-filler provisions
TEST
Ask — would the service exist without the goods? If no, goods are the primary purpose, UCC applies.
Example
Salesperson says the brakes were just replaced and will last another 50,000 miles. Buyer buys based on that statement.
Definition
Guarantees AUTOMATICALLY imposed by the UCC on sellers of goods. Not created by anything the seller says or does — they
Use
Industry standards fill ambiguous contract terms. Scope: Broader than the two parties — applies to the whole industry.
Under common law
Any change in the acceptance = counteroffer = no contract until the original offeror accepts.
REQUIREMENT
The seller's words or actions must be part of the BASIS OF THE BARGAIN — meaning the buyer actually relied on them when
RULE when BOTH PARTIES ARE MERCHANTS
Additional terms become part of the contract UNLESS any of these three apply: 1. The offer explicitly states it cannot b
Conforming goods
Meet contractual specifications; satisfy performance requirements. Buyer must accept and pay.
Non-conforming goods
Fail to meet specifications. Buyer has rights.
TIMING
Seller can cure BEFORE the contract deadline. UCC also allows cure AFTER the deadline in some situations.
RESULT
If seller delivers conforming goods after curing, seller is entitled to FULL PAYMENT.
Cover
Obtaining reasonable substitute goods when the seller fails to perform.