Term
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Definition
| means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section2-107). |
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Term
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Definition
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contractto sell.
(3) There may be a saleof a part interest in existing identified goods.
(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyerwho then becomes an owner in common. |
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Term
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Definition
means such a unit of goods as by commercial usage is a single whole for purposes of saleand division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
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Term
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Definition
| means a person who deals in goodsof the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill. |
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Term
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Definition
| means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. |
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Term
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Definition
| means a person who buys or contracts ot buy goods. |
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Term
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Definition
| In the case of merchants means honesty in fact and the observance of reasonable comercial standards of fair dealing in the trade. |
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Term
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Definition
the taking of physical possession of goods.
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Term
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Definition
Means a person who sells or contracts to sell goods.
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Term
| Contract/Agreement/Present Sale (2-106) |
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Definition
| In this Article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A"sale" consists in the passing of title from the seller to the buyer for a price (Section 2-401). A "present sale" means a sale which is accomplished by the making of the contract. |
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Term
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Definition
| Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract. |
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Term
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Definition
| occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives. |
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Term
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Definition
| occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance. |
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Term
| Goods to be Severed From Realty (2-107(1)) |
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Definition
| (2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this Article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present salebefore severance. |
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Term
| Statute of Frauds (2-201) |
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Definition
- Sale of goods between Merchant/Avg. Joe, or Joe/Joe, for the price of $500 or more. Sale only eforceable for stated quantity of goods in writing. Must be signed by the party against whom enforcement is sought.
- Where Merchant/Merchant - if within a reasonable time a writing in confirmation of thecontractand sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
- A contract which does not satisfy 2-201(1) but is valid in other respects is enforceable:
a) If the goods are specilly manufactured for the buyer, and the seller (before receiving notice of repudiation/termination) has begun performance or committed to the procurement of the materials needed to manufacture the goods.
b) If the party against whom enforcement is sought says "yeah, there was a contract." (But here the contract is only good up to the quantity stated.")
c) where payment has been made and accepted. |
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Term
Parol or Extrinsic Evidence (2-202)
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Definition
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of theiragreementwith respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented
- (a) by course of dealing or usage of trade (Section 1-205) or by course of performance (Section 2-208); and
- (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of theagreement .
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Term
Seals Inoperative (2-203)
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Definition
| The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sellgoods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contractor offer. |
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Term
Formation in General (2-204)
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Definition
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for salemay be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contractand there is a reasonably certain basis for giving an appropriate remedy. |
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Term
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Definition
| An offer by a merchant to buy or sell goodsin a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. |
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Term
Offer and Acceptance in Formation of Contract (2-206)
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Definition
(1)Unless otherwise unambiguously indicated by the language or circumstances
- (a) an offer to make a contractshall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
- (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2)Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. |
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Term
Additional/Different Terms (2-207)
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Definition
(1)A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract.Between merchantssuch terms become part of the contract unless:
- (a) the offer expressly limits acceptance to the terms of the offer;
- (b) they materially alter it; or
- (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for salealthough the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act. |
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Term
| Course of Performance (2-208) |
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Definition
1) any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.
2) Express terms and COP shall be construed where reasonable as consistent with each other, BUT when construction is unreasonable, express terms control COP, and COP controls Course of Dealings/Trade Usage.
3) COP shall be relevant ot show a waiver or modification of any term inconsistent with such course of performance.
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Term
| Modification, Rescission, and Waiver (2-209) |
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Definition
1) agreements modifying a contract need no consideration to be binding (they operate within the contract).
2)IF the contract, as modified, is in its provisions, the statute of frauds must be satisfied. |
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Term
Implied Warranty: Fitness for a particular purpose
(2-315)
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Definition
| Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyeris relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose. |
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Term
| Exclusion or Modification of Warranties (2-316) |
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Definition
(2)Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that "There are no warranties which extend beyond the description on the face hereof."
3)Notwithstanding subsection (2)
- (a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is", "with all faults" or other language which in common understanding calls the buyer'sattention to the exclusion of warranties and makes plain that there is no implied warranty; and
- (b) when the buyer before entering into the contract has examined the goodsor the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him; and
- (c) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.
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Term
| Cumulation of Conflict of Warranties Express or Implied (2-317) |
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Definition
Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:
- (a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
- (b) A sample from an existing bulk displaces inconsistent general language of description.
- (c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
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Term
| 3rd Parties and Express/Implied Warranties |
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Definition
Alternative B
A seller's warranty whether express or implied extends to any natural person who may reasonably be expected to use, consume or be affected by the goodsand who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section. |
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