Exam 11: Domestic and International Sales

Under the common law, an acceptance cannot deviate from the terms of the offer without being considered either a rejection or a counteroffer. Under UCC Article 2:

If a seller delivers goods that do not conform to the contract, the buyer must accept the goods but may reduce payment by the change in value.

Modern commercial law traces its roots to ancient rules known as the law merchant.

During negotiations, the seller may induce the buyer to buy goods by making claims or by taking other actions. When those statements or actions relate to the quality, condition, or performance of the goods, the seller creates an implied warranty.

Boilerplate language in a contract that excludes a warranty, and is inconsistent with other warranty discussion, is invalid.

In international sales of goods, concerns about differences in contract rules between countries can be managed to some extent by stating that the contract is governed by the CISG.

UCC's damage measures are designed to put the seller in:

If a tire maker in the U.S. purchases tire rims from a company in France, the contract will be under U.S. or French law, unless the parties pick the CISG to govern it.

Congress adopted the UCC in the early 1950's to facilitate trade and reduce the confusion caused by different common law rules in different states.

When a court must determine a price for a contract under the UCC, they look to:

UCC Article 2 has been adopted:

With respect to the buyer's basic obligations under Article 2, the most critical element is:

Language that attempts to dismiss an express warranty is ____ when the disclaimer is inconsistent with the warranty.

The UCC defines good-faith dealings as:

When a seller fails to deliver goods, either by being too late to be useful or because the goods are nonconforming, the buyer is entitled:

The UCC defines goods as:

The seller's basic obligation under the UCC is to:

When a seller has agreed to supply all of the needs of a buyer, there is a(n):

Members of the public who enter into a sales contract under Article 2 are subject to the same standard as are merchants.

The UCC's purpose is: