chapter 22 - Chapter 22 1*Introduction a Seller must...

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Chapter 22 1. ***Introduction a. Seller must transfer and deliver conforming goods. b. Buyer must accept and pay for conforming goods. c. In the absence of an agreement between seller and buyer, UCC article 2 controls as set out below 2. Performance Obligations a. Good aith is the foundation of every UCC commercial contact i. Good faith means honesty in fact ii. For a merchant, it means honesty in fact and observance of reasonable commercial standards of fair dealing in the trade. Merchants are held to a higher standard of care than non-merchants. 3. Obligations of the seller-lesser a. Seller has a duty to “tender” delivery of “conforming goods” b. Tender to “place of delivery” i. With reasonable notice ii. At a reasonable hour iii. In a reasonable manner iv. Exactly, unless otherwise agreed 4. “place of delivery”: non-carriers a. Buyer picks up at seller’s place of business, or if seller has no place business, then seller’s residence b. If both parties know the goods are elsewhere (at a warehouse), then place of delivery is where the goods are. 5. Delivery via carriers a. Shipment contracts. Seller has a duty to i. Put goods into hands of independent carrier ii. Make contract for transportation
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iii. Obtain and promptly deliver or tender to the buyer any documents necessary iv. Promptly notify buyer that shipment has been made b. Destination contract. Seller has duty to i. Tender the goods at a reasonable hour and hold conforming goods at the buyer’s disposal for a reasonable period of time 6. The perfect tender rule a. If goods or tender of delivery, fail in any respect to conform the contract, the buyer has the right to i. Accept the goods; ii. Reject the entire shipment; or iii. Accept part and reject part 7. Exceptions to perfect tender rule a. Agreement of the parties: agree that some defective goods will be acceptable b. “cure”: parties agree that defective goods can be replaced or repaired within a certain
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This note was uploaded on 12/02/2010 for the course GBA 362 taught by Professor Roberson during the Spring '10 term at Sam Houston State University.

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chapter 22 - Chapter 22 1*Introduction a Seller must...

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