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Chapter 20
Business Law
29
Law
Undergraduate 4
10/12/2010

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Term
Obligation
Definition
an action a party to a sales or lease contract is required by law to carry out
Term
breach
Definition
failure of a party to perform an obligation in a sales or lease contract
Term
tender of delivery
Definition
the obligation of a seller to transfer and deliver goods to the buyer or lessee in accordance with a sales or lease contract
Term
prefect tender rule
Definition
a rule that says if the goods or tender of a deliver fail in any respect to conform to the contract, the buyer may opt either 1) to reject the whole shipment 2) to accept the whole shipment or 3) to reject part and accept part of the shipment
Term
cure
Definition
an opportunity to repair or replace defective or nonconforming goods
Term
installment contract
Definition
a contract that requires or authorizes goods to be delivered and accepted in separate lots
Term
right to inspect
Definition
goods that are tendered, delivered, or identified in a sales or lease contract prior to accepting or paying for them - if they inspect them right after they have arrived they are able to send them back
Term
C.O.D. shipment
Definition
a type of shipment contract in which the buyer agrees to pay the shipper cash upon the delivery of the goods
Term
acceptance
Definition
an act that occurs when a buyer or lessee takes any of the following actions after a reasonable opportunity to inspect the goods 1) signifies to the seller or lessor in words or by conduct that the goods are conforming or that they buyer or lessee will take or retain the goods despite their nonconformity or 2) fails to effectively reject the goods within a reasonable time after their delivery or tender by the seller or lessor. Acceptance aslo occurs if a buyer acts inconsistently with the seller's ownership right in the goods
Term
revocation of acceptance
Definition
reversal of acceptance
Term
right to withhold delivery
Definition
a seller's or lessor's right to refuse to deliver goods to a buyer or lessee upon breach of a sales contract by the buyer or lessee or the insolvency of the buyer or lessee
Term
right to stop delivery of goods in transit
Definition
the right of a seller or lessor to stop deliver of goods in transit if he or she learns of the buyer's or lessee's insolvency or if the buyer or lessee repudiates the contract, fails to make payment when due, or gives the seller or lessor some other right to withhold the goods
Term
right to reclaim goods
Definition
the right of the seller or lessor to demand the return of goods from the buyer or lessee under specified situations
Term
right to dispose of goods
Definition
the right to dispose of goods in a good faith and commercially reasonable manner. A seller or lessor who is in possession of goods at the time the buyer or lessee breaches or repudiates a contract may in good faith resell, release, or otherwise dispose of the goods in a commercially reasonable manner and recover the damages, including incidental damages, from the buyer or lessee
Term
incidental damages
Definition
reasonable expense incurred in stopping delievery, transportation charges, storage charges, sales commissions, and so on.
Term
right to recover the purchase price or rent
Definition
a seller's or lessor's right to recover the contracted-for purchase price or rent from the buyer or lessee 1) if the buyer or lessee fails to pay for the accepted goods 2) fi the buyer or lessee breaches the contract and the seller or lessor cannot dispose of the goods 3) if the goods are damaged or lost after the risk of loss passes to the buyer or lessee
Term
right to recover damages for breach of contract
Definition
a seller's or lessor's right to recover damages measured as the difference between the contract price (or rent) and the market price (or rent) at the time and place the goods were to be delivered, plus incidental damages, from a buyer or lessee who repudiates the contract or wrongfully rejects tendered goods
Term
seller's or lessor's cancellation
Definition
a sellers or lessor has the right to cancel a sales or lease contract if the buyer or lessee rejects or revokes acceptance of the goods, fails to pay for the goods, or repudiates the contract in part or in whole
Term
right to reject nonconforming goods or improperly tendered goods
Definition
reject if the goods or the tender's delivery fails to conform to the contract they can 1) reject as a whole 2) accept as a whole 3) accept any commercial unit and reject the rest
Term
right to recover goods from an insolvent seller or lessor
Definition
the right of a buyer or lessee who has wholly or partially paid for goods before they are received to recover the goods from a seller or lessor who becomes insolvent within 10 days after receiving the first payment; the buyer or lessee must tender the remaining purchase price or rent dues under the contract
Term
specific performance
Definition
a decree of the court that orders a seller or lessor to perform his or her obligations under the contract; usually occurs when the goods in question are unique, such as art or antiques
Term
right to cover
Definition
the right of a buyer or lessee to purchase or lease substitute goods if a seller or lessor fails to make delivery of the goods or repudiates the contract or if the buyer or lessee rightfully rejects the goods or justifiably revoke their acceptance
Term
replevin
Definition
an action by a buyer or lessor to recover scarce goods wrongfully withheld by a seller or lessor
Term
buyer's or lessee's cancellation
Definition
a buyer or lessee has the right to cancel a sales or lease contract if the seller or lessor fails to deliver conforming goods or repudiates the contract of the buyer rightfully rejects the goods or revokes acceptance of the goods
Term
damages
Definition
damages a buyer recovers from a seller who fails to deliver the goods or repudiates the contract. Damages are measure as the difference between the contract price and the market price at the time the buyer or lessee learned of the breach
Term
adequate assurance of performance
Definition
adequate assurance of performance from the other party if there is an indication that the contract will be breached by that party
Term
anticipatory repudiation
Definition
the repudiation of a sales contract by one of the parties prior to the date set for performance
Term
UCC state of limitations
Definition
actions must commence within four years after the cause of action accrues, the parties may reduce limitations period to one year
Term
liquidated damages
Definition
damages that will be paid upon a breach of contract that are established in advance
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