Key Terms
Uniform Commercial Code (UCC)
A proposed set of laws developed by legal experts and business leaders to govern commercial transactions, including the
Common Law
A contract modification must be supported by new consideration to be valid. Without new consideration, the modification
Example
A salesperson says a product was recently serviced and will not need repairs for a set period. If the buyer relied on th
Battle of the Forms
Merchants use their own pre-printed order and acknowledgment forms that rarely agree. The UCC prevents every form mismat
Merchant
Someone who routinely deals in the goods involved in the transaction OR who, by occupation, holds themselves out as havi
Mixed Contract
A contract for both goods AND services.
Rule
Different terms cancel each other out. In most states, the knocked-out terms are replaced by UCC gap-filler provisions.
Additional term
A proposed contract term that addresses issues NOT included in the original offer. It expands the offer to cover more gr
Rule when BOTH parties are merchants
Additional terms automatically become part of the contract UNLESS: 1. The offer expressly states it cannot be accepted w
Different term
A proposed contract term that contradicts a term already in the offer.
Conforming goods
Meet contractual specifications; satisfy performance requirements. Non-conforming goods: fail to meet contractual specif
Right to cure
The seller's right to deliver conforming goods before the contract deadline. The UCC also allows the right to cure after
If the seller delivers conforming goods after cure
Entitled to full payment.
Cover
Obtaining reasonable substitute goods because the other party failed to perform.
Warranty
A contractual assurance that goods will meet a certain standard.