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Definition
| A provision in a contract stipulating that certain unforeseen eventssuch as war, political upheavals, acts of God, or other eventswill excuse a party from liability for nonperformance of contractual obligations. |
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Term
| choice-of-language clause |
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Definition
| A clause in a contract designating the official language by which the contract will be interpreted in the event of a future disagreement over the contract's terms. |
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Definition
| A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract. |
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Definition
| Prior conduct between parties to a contract that establishes a common basis for their understanding. |
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Definition
| The conduct that occurs under the terms of a particular agreement; such conduct indicates what the parties to an agreement intended it to mean. |
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Definition
| An offer (by a merchant) that is irrevocable without consideration for a period of time (not longer than three months). A firm offer by a merchant must be in writing and must be signed by the offeror. |
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Term
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Definition
| In regard to the lease of goods, an agreement in which one person (the lessor) agrees to transfer the right to the possession and use of property to another person (the lessee) in exchange for rental payments. |
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Definition
| A person who acquires the right to the possession and use of another's property in exchange for rental payments. |
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Definition
| A person who sells the right to the possession and use of property to another in exchange for rental payments. |
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Term
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Definition
| A person who is engaged in the purchase and sale of goods. Under the Uniform Commercial Code, a person who deals in goods of the kind involved in the sales contract; for further definitions, see UCC 2104. |
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Definition
| An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces. |
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Definition
| A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services. |
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Definition
| An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires. |
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Term
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Definition
| The passing of title (evidence of ownership rights) from the seller to the buyer for a price. |
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Term
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Definition
| A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price. |
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Definition
| Within a specified time period, or, if no period is specified, within a reasonable time. |
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Term
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Definition
| Property that has physical existence and can be distinguished by the senses of touch, sight, and so on. A car is tangible property; a patent right is intangible property. |
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Term
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Definition
| Any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. |
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Term
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Definition
| A transaction in which an owner of goods (the consignor) delivers the goods to another (the consignee) for the consignee to sell. The consignee pays the consignor for the goods when they are sold by the consignee. |
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Term
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Definition
| A contract in which the seller is required to ship the goods by carrier and deliver them at a particular destination. The seller assumes liability for any losses or damage to the goods until they are tendered at the destination specified in the contract. |
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Term
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Definition
| Paper exchanged in the regular course of business that evidences the right to possession of goods (for example, a bill of lading or a warehouse receipt). |
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Term
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Definition
| The transfer of goods to a merchant who deals in goods of that kind and who may transfer those goods and all rights to them to a buyer in the ordinary course of business [UCC 2403(2)]. |
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Term
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Definition
| Goods that are alike by physical nature, by agreement, or by trade usage. Examples of fungible goods are wheat, oil, and wine that are identical in type and quality. |
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Term
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Definition
| A purchaser who buys without notice of any circumstance that would put a person of ordinary prudence on inquiry as to whether the seller has valid title to the goods being sold. |
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Term
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Definition
| In a sale of goods, the express designation of the specific goods provided for in the contract. |
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Term
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Definition
| Under the Uniform Commercial Code, a term describing a person who ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is insolvent within the meaning of federal bankruptcy law [UCC 1201(23)]. |
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Term
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Definition
| An interest either in a person's life or well-being or in property that is sufficiently substantial that insuring against injury to (or the death of) the person or against damage to the property does not amount to a mere wagering (betting) contract. |
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Term
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Definition
| A type of conditional sale in which the buyer may take the goods on a trial basis. The sale becomes absolute only when the buyer approves of (or is satisfied with) the goods being sold. |
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Term
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Definition
| A type of conditional sale in which title and possession pass from the seller to the buyer; however, the buyer retains the option to return the goods during a specified period even though the goods conform to the contract. |
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Term
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Definition
| A contract in which the seller is required to ship the goods by carrier. The buyer assumes liability for any losses or damage to the goods after they are delivered to the carrier. Generally, all contracts are assumed to be shipment contracts if nothing to the contrary is stated in the contract. |
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Definition
| Goods that conform to contract specifications. |
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Term
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Definition
| A buyer or lessee's purchase on the open market of goods to substitute for those promised but never delivered by the seller. Under the Uniform Commercial Code, if the cost of cover exceeds the cost of the contract goods, the buyer or lessee can recover the difference, plus incidental and consequential damages. |
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Term
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Definition
| Under the Uniform Commercial Code, the right of a party who tenders nonconforming performance to correct his or her performance within the contract period. |
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Term
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Definition
| Under the Uniform Commercial Code, a contract that requires or authorizes delivery in two or more separate lots to be accepted and paid for separately. |
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Term
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Definition
| A 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. |
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Term
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Definition
| A common law rule under which a seller was required to deliver to the buyer goods that conformed perfectly to the requirements stipulated in the sales contract. A tender of nonconforming goods would automatically constitute a breach of contract. Under the Uniform Commercial Code, the rule has been greatly modified. |
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Term
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Definition
| (pronounced ruh-pleh-vin) An action to recover specific goods in the hands of a party who is wrongfully withholding them from the other party. |
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Term
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Definition
| Under the Uniform Commercial Code, a seller's or lessor's act of placing conforming goods at the disposal of the buyer or lessee and giving the buyer or lessee whatever notification is reasonably necessary to enable the buyer or lessee to take delivery |
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Term
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Definition
| A seller's or lessor's oral or written promise, ancillary to an underlying sales or lease agreement, as to the quality, description, or performance of the goods being sold or leased. |
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Term
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Definition
| A warranty that the law derives by implication or inference from the nature of the transaction or the relative situation or circumstances of the parties. |
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Term
| implied warranty of fitness for a particular purpose |
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Definition
| A warranty that goods sold or leased are fit for a particular purpose. The warranty arises when any seller or lessor knows the particular purpose for which a buyer or lessee will use the goods and knows that the buyer or lessee is relying on the skill and judgment of the seller or lessor to select suitable goods. |
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Term
| implied warranty of merchantability |
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Definition
| A warranty that goods being sold or leased are reasonably fit for the ordinary purpose for which they are sold or leased, are properly packaged and labeled, and are of fair quality. The warranty automatically arises in every sale or lease of goods made by a merchant who deals in goods of the kind sold or leased. |
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Term
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Definition
| A method of sharing liability among several firms that manufactured or marketed a particular product that may have caused a plaintiff's injury. This form of liability sharing is used when the true source of the product is unidentifiable. Each firm's liability is proportionate to its respective share of the relevant market for the product. Market-share liability applies only if the injuring product is fungible, the true manufacturer is unidentifiable, and the unknown character of the manufacturer is not the plaintiff's fault. |
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Term
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Definition
| The legal liability of manufacturers, sellers, and lessors of goods to consumers, users, and bystanders for injuries or damages that are caused by the goods. |
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Term
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Definition
| A defense against product liability that may be raised when the plaintiff used a product in a manner not intended by the manufacturer. If the misuse is reasonably foreseeable, the seller will not escape liability unless measures were taken to guard against the harm that could result from the misuse. |
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Term
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Definition
| Basically, a statute of limitations that is not dependent on the happening of a cause of action. Statutes of repose generally begin to run at an earlier date and run for a longer period of time than statutes of limitations. |
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Term
| unreasonably dangerous product |
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Definition
| In product liability, a product that is defective to the point of threatening a consumer's health and safety. A product will be considered unreasonably dangerous if it is dangerous beyond the expectation of the ordinary consumer or if a less dangerous alternative was economically feasible for the manufacturer, but the manufacturer failed to produce it. |
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