Business Law Chapter 22 (minimum)

right of inspection

an opportunity for inspection is therefore a condition precedent to the right of the seller or lessor to enforce payment.

conforming goods

goods that conform to the contract description in every way.

tender of delivery

occurs when the seller or lessor makes conforming goods available and gives the buyer or lessee whatever notification is reasonably necessary to enable the buyer or lessee to take delivery. Must occur at a reasonable hour and in a reasonable manner.

1) seller's place of business 2) seller's residence, if seller has no business location 3) location of the goods, if both parties know at the time of contracting that the goods are located somewhere other than the seller's business.

place of delivery when contract does not indicate where the goods will be delivered...

cure

refers to the right of the seller or lessor to repair, adjust, or replace defective or non-conforming goods. seller has right to this when... 1) delivery is rejected because goods were non-conforming 2) time for performance has not yet expired 3) seller or lessor provides timely notice to the buyer or lessee of the intention to cure 4) cure can be made within the contract time for performance

obligations of a seller under a destination contract

seller agrees to deliver conforming goods to the buyer at a particular destination. goods must be tendered at a reasonable hour and held at the buyer's disposal for a reasonable length of time. Must also give the buyer appropriate notice and any necessary documents to enable the buyer to obtain delivery from the carrier.

remedies being 'cumulative' in nature

the aggrieved party is not limited to one exclusive remedy

finals week

the moment in time where all students across america despises everything and turns into brainless zombies. AND WE PAID FOR THIS!!!!

basic obligation of seller/lessor

transfer and deliver conforming goods

cover

when buyers and lessees protect themselves by buying or leasing substitute goods for those that were due under the contract.

carrier contracts

when the seller fulfills the obligation to deliver the goods though either a shipment contract or a destination contract.

perfect tender rule

when the seller was obligated to deliver goods that conformed with the terms of the contract in every detail. If goods or tender of delivery fails in any respect to conform to the contract, the buyer or lessee may accept the goods, reject the entire shipment, or accept part and reject part.

in transit

when the seller/lessor has delivered the goods to a carrier or a bailee but the buyer/lessee has not yet received them.

letters of credit

written instrument, usually issued by a bank on behalf of a customer or other person, in which the issuer promises to honor drafts or other demands for payment by third persons in accordance with the terms of the instrument. (an IOU of sorts).

seller/lessor has the right to stop delivery of the goods until the time when...

1) buyer or lessee receives the goods 2) the carrier or the bailee acknowledges the rights of the buyer or lessee in the goods 3) a negotiable document of title covering the goods has been properly transferred to the buyer in a sales transaction, giving the buyer ownership rights in the goods.

when the buyer or lessee breaches the contract, the seller/lessor can...

1) cancel (rescind) the contract. Seller/lessor must notify the buyer/lessee of the cancellation 2) resell the goods and sue to recover damages. can recover deficiency between the resale price and the contract price. 3) sue to recover the purchase price or lease payments due 4) sue to recover damages for the buyer's non-acceptance of goods

when seller/lessor refuses to deliver goods, the buyer or lessee can...

1) cancel the contract 2) obtain goods that have been paid for it the seller or lessor is insolvent 3) sue to obtain specific performance if the goods are unique or if damages are an inadequate remedy 4) buy other goods and recover damages from seller 5) sue to obtain identified goods held by a third party 6) sue to obtain damages

obligations of a seller under a shipment contract

1) place the goods into the hands of the carrier 2) make a contract for their transportation that is reasonable according to the nature of the goods and their value. 3) obtain and promptly deliver or tender to the buyer any documents necessary to enable the buyer to obtain possession of the goods from the carrier. 4) promptly notify the buyer that shipment has been made

replevin

action to recover identified goods in the hands of a party who is unlawfully withholding them.

commercial unit

a unit of goods that, by commercial usage, is viewed as a "single whole" for purposes of sale and that cannot be divided without materially impairing the character of the unit, its market value, or its use. In a partial acceptance...you cannot accept less than one of these.

basic obligation for buyer/lessee

accept and pay for conforming goods in accordance with the contract

installment contract

a single contract that requires or authorizes delivery in two or more separate lots to be accepted and paid for separately. A buyer or lessee can reject an installment only if the non-conformity substantially impairs the value of the installment and cannot be cured.