However should a conflict arise the ucc provides the

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However, should a conflict arise, the UCC provides the following order of priority among conflicting terms: express terms take priority over course of performance , which takes priority over course of dealing , which takes priority over any relevant usage of trade , which takes priority over any consistent additional terms , which take priority over any default term implied by law (a.k.a. “gap filler”). Ch. 15: The Formation of Sales and Lease Contracts - No. 21 Business Law Today: Standard Edition (9th ed.)
UNCONSCIONABILITY An unconscionable contract is one that is so unfair and one-sided that enforcing it would be unreasonable. The UCC permits a court to evaluate any contract or contractual provision and, if the court determines it was unconscionable at the time it was made , the court may (1) refuse to enforce the contract in its entirety , (2) sever the unconscionable clause and enforce the remainder of the contract, or (3) enforce the unconscionable clause only if its effect is not unconscionable. Ch. 15: The Formation of Sales and Lease Contracts - No. 22 Business Law Today: Standard Edition (9th ed.)
IDENTIFYING GOODS Before any interest in specific goods can pass from seller to buyer or from lessor to lessee, two conditions must be met: (1) the goods must be in existence , and (2) they must be identified as the specific goods designated in the contract. Existing Goods: If the contract calls for the sale or lease of goods that already exist in their final form, then identification occurs at the time the contract is made . Future Goods: If the contract calls for the sale or lease of goods that have yet to be completed or modified in accordance with the contract, identification occurs when the goods are shipped, marked, or otherwise designated by the seller or lessor for delivery to the buyer or lessee. Fungible Goods: Goods that are alike by physical nature, by agreement, or by trade usage ( e.g. , grains of wheat, barrels of like-grade oil). Identification of these goods occurs when the goods are shipped, marked, or otherwise designated by the seller or lessor for delivery to the buyer or lessee. Ch. 15: The Formation of Sales and Lease Contracts - No. 23 Business Law Today: Standard Edition (9th ed.)
Identification is significant because it permits the buyer or lessee to insure the goods and to recover from third parties who damage the goods (in transit or otherwise). Ch. 15: The Formation of Sales and Lease Contracts - No. 24 Business Law Today: Standard Edition (9th ed.)
PASSING TITLE The UCC provides that, unless a contrary agreement is explicitly made, title passes to the buyer at the time the goods are physically delivered to the buyer . Shipment Contract: A contract that (1) requires or authorizes the seller to ship the goods to the buyer via carrier and (2) transfers title to the buyer once the seller (a) delivers the goods to the carrier and (b) promptly notifies the buyer that the goods are en route.

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