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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.

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Additional terms

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  1. 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

  2. Rejection • Notification within a reasonable time • Types: • Rightful • Wrongful

  3. 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.

  4. 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.

  5. Who has title? • Goods must be identified • Agreement • No agreement • Seller completes delivery • Shipment contracts • Delivery without movement • Effects of rejection and revocation

  6. Does the BFP receive good title? • From a seller with void title • From a seller with voidable title • Entrustment

  7. 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

  8. 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

  9. 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

  10. 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

  11. 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.

  12. Rejection • Notification within a reasonable time • Accept all, reject all, accept part and reject the rest (retain commercial units) • Types: • Rightful • Wrongful

  13. 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

  14. 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.

  15. Seller’s remedies • cancel the contract • withhold delivery • stop delivery • resell identified goods • market price • contract price • reclaim identified goods from insolvent buyer

  16. Buyer’s remedies • cancel • cover • market price • replevy vs. specific performance • nonconforming accepted goods • incidental damages • recover identified goods from insolvent seller

  17. Warranties • Express • Implied warranty of title • Implied warranty of merchantability • Implied warranty of fitness • Disclaimer • Assumption of the risk

  18. 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.

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