Additional terms

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 sellers
  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
  sellers 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
• Buyers 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 sellers
  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
• Buyers duties as to rejected goods
• Merchant if goods are perishable, buyer must
  make reasonable effort to resell on sellers
  behalf
• Buyers duties after expiration of reasonable
  time
• Sellers 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
  sellers assurances.

15
Sellers remedies

• cancel the contract
• withhold delivery
• stop delivery
• resell identified goods
• market price
• contract price
• reclaim identified goods from insolvent buyer

16
Buyers 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.