Key Terms
Goods
Moveable physical objects except money and securities. Tangible personal property.
Rule
The UCC applies to a mixed contract ONLY when the primary purpose is the sale of goods.
Problem
Merchants use preprinted forms to buy and sell. The buyer's form and the seller's form rarely match.
ADDITIONAL TERM
A proposed term covering an issue NOT addressed in the offer.
DIFFERENT TERM
A proposed term that CONTRADICTS a term in the offer.
Conforming goods
Meet contractual specifications and satisfy performance requirements. Seller is entitled to full payment.
Non-conforming goods
Fail to meet contractual specifications. Buyer may:
Cover
Buyer's right to buy substitute goods and recover the price difference.
There are two categories
EXPRESS warranties and IMPLIED warranties.
Example
A buyer tells a store employee they need boots that can withstand chemical exposure for an industrial job. The employee
Applies to
Merchants selling goods they deal in.
TWO REQUIREMENTS for this warranty to apply
1. The seller must KNOW what the buyer's particular purpose is, AND 2.
Ask
Did the buyer rely on the seller's recommendation? Both must be true.
Merchantability
Yes, but the word "merchantability" must appear.
Fitness for particular purpose
Yes, but must be explicit.