BLAW Obligations & Performances
Merchants must observe _____
"reasonable commercial standards if fair dealing in trade"
The person on whom demand for assurance is made must give _____
"such assurance of due performance as is adequate under the circumstances of the particular case"
The obligations of the parties to a sales contract include:
1. the seller's duty to deliver the goods 2. the buyer's duty to accept the goods 3. the buyer's duty to pay for the goods
______ means that the buyer, pursuant to a contract, has either expressly or by implication, taken the good permanently.
Acceptance of the goods
Assuming that the buyer has no grounds to reject the goods after inspection, the next step in the performance of the contract is the buyer's ______
Acceptance of the goods.
______ of performance may be demanded if grounds exist
Adequate Assurance
A repudiation made in advance of the time for performance is called _____
Anticipatory repudiation
Which article covers the periods of time and the conduct of the parties after the contract is entered into but before performance is due?
Article 2
Whenever a party to a sales contract has reasonable grounds to be concerned about the future performance of the other party, a demand may be made in record for _____ that the contract will be performed
Assurance
Refusal to accept the goods that conform to the contract, results in a _____
Breach of contract
_______ is not the end of the transaction
Buyer's rejection
An exception to examining the good when tendered, the rule occurs when sent _____
COD (Cash on Delivery)
____ is the modern commercial law version of the common law doctrine of impossibility
Commercial Impractiability
Which rule/doctrine would be relevant if a change in government regulation that neither party contemplated forbids the import or export of a particular item the parties had agreed would be shipped?
Commercial impracticability
Under the Uniform Commercial Code (UCC), sellers and lessors are obligated to transfer and deliver __________ goods.
Conforming
__________ refers to the history of dealings between the parties involved in the present contract.
Course of performance
The seller's right to repair, adjust, or replace defective or non-conforming goods, as long as it gives prompt notice of the intent to cure and in fact cures within the contract time for performance, is known as the right to __________
Cure
Unless otherwise agreed, payment by the buyer requires payment in cash
Form of payment
Every sale contract imposes an obligation of ______
Good faith
Good faith means __________ in fact.
Honest
_____ must be given within a reasonable time after the buyer discover or show have discover the problems with the goods
Notice of revocation of acceptance
The Uniform Commercial Code (UCC) and the common law differ in terms of tender of delivery, with the UCC requiring __________, and the common law requiring the lesser standard of __________.
Perfect tender; substantial performance
Usually a part of the contract or determined by the usual course of dealing in that trade
Place, time and manner of delivery
The buyer has the right to insist all goods be delivered at one time
Quantity delivered
Under the UCC, the seller can presume acceptance if the buyer fails to __________ the goods within a reasonable time.
Reject
If the seller/buyer refuses to perform the contract when the time for performance arises, a ________ results
Repudiation of the contract
Buyer may revoke if goods have substantial defect not discoverable at acceptance or when seller does not correct problems
Revocation of acceptance
Even after the acceptance of the goods, the performance under the contract may not be finished if the buyer exercises the right to _____ acceptance of the goods
Revoke
If the time for making delivery under the contract has not expire, the seller need only give the buyer ______ (timely) notice of the intention to make a proper delivery within the time allowed by the contract
Seasonable
_____ is a higher standard than the one of "fails to conform in any respect" for rejection
Substantial impairment
Under the UCC, the buyer who has accepted goods may later revoke acceptance only if the buyer can show that the defects __________ impair the value of the goods.
Substantially
Uniform Commercial Code (UCC) Sections 2-503(1) and 2A-508(1) state that __________ of delivery requires that the seller/lessor have and hold conforming goods at the disposal of the buyer/lessee and give the buyer/lessee reasonable notification to enable him or her to take delivery.
Tender
The sales contract may require payment in advanced or may give the buyer credit by postponing the time for payment
Time of payment
__________ is defined by the UCC as any practice that members of an industry expect to be part of their dealings.
Usage of trade
Buyer may also _____ the order and seek damages for diminished value
accept
The buyer must _____ the goods that conform to the contact
accept
In other types of contracts, there may be _______ between when the parties enter into an agreement and when performance, either delivery or payment, is due
blocks of time
In a cash sale that does not require delivery of the goods, the duties of the seller & buyer are _____
concurrent
To determine whether the goods in fact conform to the contract, the buyer has the right to __________ by the seller
examine the goods when tendered
If a party to a contract can be established that there has been an occurrence or contingency not anticipated by the parties and not a basic assumption in their entering into a contract, the party can be ______ from performance
excused
After revocation of acceptance, the buyer must _____ the goods and await instructions from the seller
hold
In a COD shipment, the buyer has no right to examine the goods until _____
payment is made
If the goods the seller has tendered do not conform to the contract in any way, the buyer has the right to _____
reject the goods
Demanding party may treat the contract as ____ if it fails too give assurance
repudiation
The seller is given a second , or a ______ to make a proper tender of conforming goods
right to cure