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Additional terms. Nonmerchants Proposals Accepted or rejected by offeror Merchants Automatically become a part of the contract Unless Objected to Materially alter the terms of the offer Offer expressly limits acceptance to its original terms. Rejection.

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additional terms
Additional terms
  • Nonmerchants
    • Proposals
    • Accepted or rejected by offeror
  • Merchants
    • Automatically become a part of the contract
    • Unless
      • Objected to
      • Materially alter the terms of the offer
      • Offer expressly limits acceptance to its original terms
rejection
Rejection
  • Notification within a reasonable time
  • Types:
    • Rightful
    • Wrongful
acceptance
Acceptance
  • Acceptance occurs when after a reasonable opportunity to inspect, the buyer
    • signifies that the goods are conforming
    • signifies that the goods are nonconformity but he/she will retain them despite their nonconformity,
    • fails to make an effective rejection, OR
    • does any act inconsistent with the seller’s ownership rights in the goods.
revocation of acceptance
Revocation of Acceptance
  • Buyer can revoke acceptance of nonconforming goods when nonconformity substantially impairs value of goods to buyer and
    • Buyer accepted with knowledge of nonconformity because seller promised to cure and did not OR
    • buyer accepted without knowledge of nonconformity because of the difficulty of discovery or seller’s assurances.
who has title
Who has title?
  • Goods must be identified
  • Agreement
  • No agreement
    • Seller completes delivery
    • Shipment contracts
    • Delivery without movement
  • Effects of rejection and revocation
does the bfp receive good title
Does the BFP receive good title?
  • From a seller with void title
  • From a seller with voidable title
  • Entrustment
who has risk of loss
Who has risk of loss?
  • No breach of contract
    • Agreement
    • No agreement
      • Shipment contract
      • Delivery without movement and goods held by bailee
      • No carrier or bailee
  • Breach of contract
slide8
If identified goods are totally destroyed without the fault of either party before the risk of loss has passed to the buyer, the contract is void.
  • If identified goods are partially destroyed without the fault of either party before the risk of loss has passed to the buyer, the buyer may
    • void the contract or
    • accept the goods
seller must deliver conforming goods
Seller must deliver CONFORMING goods
  • Tender of delivery
  • Single delivery preferred
  • Time of delivery
  • Place of delivery
  • Delivery when goods held by bailee
  • Carrier (or shipment contracts)
    • FOB shipment
    • FOB destination
buyer must pay for the conforming goods
Buyer must PAY for the conforming goods
  • Time of payment
  • Place of payment
  • Form of payment
  • Buyer’s right of inspection
  • Acceptance obligates the buyer to pay contract price
acceptance1
Acceptance
  • Acceptance occurs when after a reasonable opportunity to inspect, the buyer
    • signifies that the goods are conforming
    • signifies that the goods are nonconformity but he/she will retain them despite their nonconformity,
    • fails to make an effective rejection, OR
    • does any act inconsistent with the seller’s ownership rights in the goods.
rejection1
Rejection
  • Notification within a reasonable time
  • Accept all, reject all, accept part and reject the rest (retain commercial units)
  • Types:
    • Rightful
    • Wrongful
non conforming goods
Non-conforming goods
  • Rejection
    • Buyer’s duties as to rejected goods
      • Merchant: if goods are perishable, buyer must make reasonable effort to resell on seller’s behalf
    • Buyer’s duties after expiration of reasonable time
  • Seller’s right to Cure
  • Revocation of acceptance
revocation of acceptance1
Revocation of Acceptance
  • Buyer can revoke acceptance of nonconforming goods when nonconformity substantially impairs value of goods to buyer and
    • Buyer accepted with knowledge of nonconformity because seller promised to cure and did not OR
    • buyer accepted without knowledge of nonconformity because of the difficulty of discovery or seller’s assurances.
seller s remedies
Seller’s remedies
  • cancel the contract
  • withhold delivery
  • stop delivery
  • resell identified goods
  • market price
  • contract price
  • reclaim identified goods from insolvent buyer
buyer s remedies
Buyer’s remedies
  • cancel
  • cover
  • market price
  • replevy vs. specific performance
  • nonconforming accepted goods
  • incidental damages
  • recover identified goods from insolvent seller
warranties
Warranties
  • Express
  • Implied warranty of title
  • Implied warranty of merchantability
  • Implied warranty of fitness
  • Disclaimer
  • Assumption of the risk
slide18
One who sells a defective product unreasonably dangerous is strictly liable to the user, consumer, or bystander who sustains personal injury or property damage resulting therefrom, provided that the condition of the product has not substantially changed from the time of its sale.