SALES
What happens from tender until goods are in buyer's hands? What constitutes the following?: good b/c of promise to cure by seller, but cure never happened, OR (2b)Didn't know about the problem b/c of assurance by the seller, OR (2c)Didn't know about problem b/c impossible to find during, reasonable inspection. B. Acceptance [2-606]: (1)Take the conforming goods, (2)Take the non-conforming goods, (3)Ineffective rejection, (4)Act in a manner inconsistent
C. impaired, (b)Seller cannot cure the installment; (2)Reject entire: Substantially impaired installment substantially. devalues entire K. D. Rejection [2-601, & 2-602]: Goods must meet the Perfect Tender Rule; (1)Rejection is reasonable (aka goods fail PTR), (2)Goods are rejected w/ in a reasonable time and seller is seasonably notified. 1. Seller has a right to cure [2-508]: Seller must have had a reason to believe that the original goods were acceptable, so long as: (1)Time for performance is NOT over, (2)Buyer is seasonably_notified of the cure, (3)Seller actually cures. 'a) Boundaries to Seller's right to cure- Shaken Faith Doctrine ["It exploded/caused buyer trauma"; or "It doesn't work every time."] Risk of Loss Provisions: A. Recall: Tender is to "put, hold, and notify" (not delivery). Put in possession of reasonable carrier, hold a reasonable contract for the goods transportation, and notify'the buyer of shipment [See 2-503]. If seller does not properly tender then buyer is not in breach. B. Did buyer and seller agree to ROL provisions inside the contract? YES: Follow the agreed upon provisions. NO: Is there a breach of contract regarding the goods (aka did seller send the right goods?)? a) lntil cure or rejection by BUYER; or [2-510(2)] Buyer rightfujly, reyokes acceptance=ROL on SELLER from get go. BUYER BREACH: 2-510(3)] Buyer repudiates as to conforming goods before ROL passes to it, seller can treat ROL as on buyer for a commercially reasonable time less any insurance. b) NO [2-509]:How were goods sent? (1)Common Carrier [2-509(1)]: Depends on Shipment or Destination K, ShipK (FOB Seller) RO] passes to BUYER when goods are "duly deliyered to the carrier" (NOTE: FOB-S is DEFAULT.provision), DestK (FOB Buyer) ROL passes to BUYER when goods are tendered (i.e. seller hold conforming goods at the buyer's disposition AND gives the buyer notice th goods are ready) as to enable the buyer to take delivery; (2)Warehouse (Bailee) [2-509(2)] ROL passes to buyer when: (a)Buyer's receipt of title instrument, (b)acknowledgement by the bailor of the buyer's right to possess the good, (c)After receipt of title or written direction regarding delivery; (3)Direct Seller to Buyer [2-509(3)]: Depends on whether seller is a merchant; (a)Merchant seller- ROL passes to buyer on receipt of goods, or (b)NO Merchant'seller- ROL to buyer on tender of delivery. III. SELLER's Remedies when BUYER breaches: A. NOTE: Seller never gets consequential damages! B. General Breach: When buyer has breached the seller may: [2-703(@)] W/hold delivery of the goods; [2-703(b)] Stop delivery by any bailee; [2-703(c)] Identify contract goods for resale; [2-703(f)] Cancel the contract. [2-703(] Action for the price (Specific performance): a) [2-709] Seller only