LHC-Law Final Set 3

seller is required to tedner delivery of the goods at a named destination

"from the ship"; a destination contract

a destination contraact, but if goods don't arrive, seller is excused from liabilty unless it is due to the seller's fault

seller's tender of performance msut conform exactly to the cotnract subject to (1) agreement of the parties, (2) cure by seller, and (3) installment contrats

the parties may contractually limit the operation of th eprefect tender rule

when the time for performance under the ocntract has not expired or when the sller has shiped noncofmring goods in the blief that the noncoformign tender would be acceptable, a serller may cure or correct his noncoforming tender

when the contract calls for the goods to be delivered in separate lots, the buyer may reject a noncoforming installment if it substantially impairs the value of that installment and cannot be cured; but if noncofrmoity or default of one or more of the installments substantially impairs the value of the whole contract, the buyer can treat the breach as a breach of the whole contract

unless otherwise agreed, the buyer has a reasonable time in wchich to inspect the goods

buyer's manifestation of unwilingess to become the owner of the goods; must be made within a reasonable time after the goods have been tendered or delivered and gives the buyer the right to (1) reject all of the goods (2) accept all off the goods (3) accept any commercial units and reject the rest

buyer's manifestation of a wililnges to become owner of the goods

rescission of buyer's acceptance of the goods if nonconformity of the goods substntially impairs their value, provided that the acceptance was (1) premised on the assumption that the noncoformity would be cured by the seller and it was not or (2) the noncoformity was an undiscovered hidden defect

in the absence of an agreemtn, payment is dueat the time and place the buer is to receive the goods

if the contract is for goods that were identified when the contract was made and those goods are totaly lost or damaged without fault of either party and before the risk of loss has passed to the buyer, the conract is avoided

goods designedated as a part of a particular contract

the seller is excused from the duty of performance on the nonoccureence of presupposed conditions that were a basic assumption of the contract, unless the seller has expressly assumed the risk

performance is im practicable as a result of an unforseen superevening event

hwen neither party is at fault and the agreed manner of delivery og foods becomes commercially imprcitable, a subsittued manner of performance must be tendered and acceptated

when reasonable grounds for insecuirty arise regarding either party's performance, the other party may demand writeten assurance and suspend his own performance until he receives that assurance

ifone party's required cooperation is untimely, the other party is excused from any resutling delay in her own perforamnc

if either party clearly indicates an wnwilligness or inability to perform before the performance is due, the other party may await performance for a reasonable time or resort to any remedy for breach

designtation of specific goods as goods to which the contract of sale refers

the equivlanet of any other unit

interest in personal property or fixtures that ensures payment or performance of an obligation

interest in property that maybe insured against loss

a nonconsensual claim against propert

title passess when the parties intend it to pass; when the parties do not specifically agree, the code provides rules to determine when title passes

when delivery is to be made by moving the goods, title passes at the time and place that the seller completes his performance with reference to delivery

seller is required to deliver the goods toa carrier for delivery to buyer

seller is required to tender delivery of the gods at particular destination

seller offers conforming goods to buyer and gives buyer notice that the goods are available

thte purchaser of goods obtains such title as his transferor either has or had the power to transfer; however, to encourage and make secure good faith acquisitions of goods, it is necessary to protect certain third parties under certain circumstances

buyer who acts honestly, gives value, and takies the goods w/o notice or knowledge of any defect in the title of his transferor

not title can be transferred

the good faith purchaser acquires tgood titel

honesty in fact in the conduct or transaction concerned

buyers in the ordinary course of business acquire good title when buyuing from merchants

person who buys in oridnary course of business, in good faith, and w/o knoweldge that the sale to him is in violation of anyone's ownership rights

transfer of possession of goods

allocation of loss b/t seller and buyer where the goods have been damaged, destroyed, or lost

if the seller ships to the buyer goods that don't conform to the contract, the risk okf loss remains ont he seller until the buyer has accepted the gods or until the seller has remedie the defect

the seller may treat the risk of loss as resting on the buyer for a commercially ressonable time to the extent of any deficiency in the seller's effective insurance coverage

the parties may be agreement allocate the risk of loss

transfer of posession w/o title to buyer for trial period

sale for which buyer has option to return goods to seller

delivery of possession fo personal property to an agent for sale

in shipment contracts, the seller bears the risk of loss and expense until the goods are delivered to the carrier for shipment; tin destination contracts, the seller bears the risk of loss and expense until tender of the goods at a particular destination

for mearchant seller, risk of loss passess to buyer on the buyer's receipt of the goods; for nonmerchant seler, risk of loss passes to buyer upon tender of goods

transfer is ineffective against any creditor of the transferor, unless certain requirements are met

transfer of a major part oft he transferor's inventor made not in the ordinary course of his business

the seller's remeides are triggered by the buyer's action in wrongfully rejecting or revoking acceptance of the gods, in failing to make payment due on or before delivery, or in repudiationg the contract