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