B Law ch 11 vocab

56 terms by coolioyoyo

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browse-wrap terms

Terms and conditions of use that are presented to an Internet user at the time certain products, such as software, are being downloaded but that need not be agreed to (by clicking "I agree," for example) before being able to install or use the product.

choice-of-law clause

A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract.

click-on agreement

An agreement that arises when a buyer, engaging in a transaction on a computer, indicates his or her assent to be bound by the terms of an offer by clicking on a button that says, for example, "I agree"; sometimes referred to as a click-on license or a click-wrap agreement.

conforming goods

Goods that conform to contract specifications.

cover

A buyer or lessee's purchase on the open market of goods to substitute for those promised but never delivered by the seller. Under the Uniform Commercial Code, if the cost of cover exceeds the cost of the contract goods, the buyer or lessee can recover the difference, plus incidental and consequential damages.

cure

Under the Uniform Commercial Code, the right of a party who tenders nonconforming performance to correct his or her performance within the contract period.

destination contract

A contract in which the seller is required to ship the goods by carrier and deliver them at a particular destination. The seller assumes liability for any losses or damage to the goods until they are tendered at the destination specified in the contract.

document of title

Paper exchanged in the regular course of business that evidences the right to possession of goods (for example, a bill of lading or a warehouse receipt).

express warranty

A seller's or lessor's oral or written promise, ancillary to an underlying sales or lease agreement, as to the quality, description, or performance of the goods being sold or leased.

firm offer

An offer (by a merchant) that is irrevocable without consideration for a period of time (not longer than three months). This type of offer by a merchant must be in writing and must be signed by the offeror.

forum selection clause

A provision in a contract designating the court, jurisdiction, or tribunal that will decide any disputes arising under the contract.

identification

In a sale of goods, the express designation of the specific goods provided for in the contract.

implied warranty

A warranty that the law derives by implication or inference from the nature of the transaction or the relative situation or circumstances of the parties.

implied warranty of fitness for a particular purpose

A warranty that goods sold or leased are fit for a particular purpose. The warranty arises when any seller or lessor knows the particular purpose for which a buyer or lessee will use the goods and knows that the buyer or lessee is relying on the skill and judgment of the seller or lessor to select suitable goods.

implied warranty of merchantability

A warranty that goods being sold or leased are reasonably fit for the ordinary purpose for which they are sold or leased, are properly packaged and labeled, and are of fair quality. The warranty automatically arises in every sale or lease of goods made by a merchant who deals in goods of the kind sold or leased.

insurable interest

An interest either in a person's life or well-being or in property that is sufficiently substantial that insuring against injury to (or the death of) the person or against damage to the property does not amount to a mere wagering (betting) contract.

lease agreement

In regard to the lease of goods, an agreement in which one person (the lessor) agrees to transfer the right to the possession and use of property to another person (the lessee) in exchange for rental payments.

lessee

Is one who acquires the right to the possession and use of goods under a lease.

lessor

Is one who transfers the right to the possession and use of goods under a lease.

merchant

A person who is engaged in the purchase and sale of goods. Under the Uniform Commercial Code, a person who deals in goods of the kind involved in the sales contract; for further definitions, see UCC 2-104.

output contract

An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces.

perfect tender rule

A common law rule under which a seller was required to deliver to the buyer goods that conformed perfectly to the requirements stipulated in the sales contract. A tender of nonconforming goods would automatically constitute a breach of contract. Under the Uniform Commercial Code, the rule has been greatly modified.

predominant-factor test

A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services.

puffery

A salesperson's exaggerated claims concerning the quality of goods offered for sale. Such claims involve opinions rather than facts and are not considered to be legally binding promises or warranties.

replevin

An action to recover specific goods in the hands of a party who is wrongfully withholding them from the other party.

requirements contract

An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires.

sale

The passing of title (evidence of ownership rights) from the seller to the buyer for a price.

sales contract

A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price.

seasonably

Within a specified time period, or, if no period is specified, within a reasonable time.

shrink-wrap agreement

An agreement whose terms are expressed in a document located inside a box in which goods (usually software) are packaged

tangible property

Property that has physical existence and can be distinguished by the senses of touch, sight, and so on.

tender of delivery

Under the Uniform Commercial Code, a seller's or lessor's act of placing conforming goods at the disposal of the buyer or lessee and giving the buyer or lessee whatever notification is reasonably necessary to enable the buyer or lessee to take delivery.

article 2 of the ucc

governs sales contracts

intangible property

property such as corporate stocks and bonds, patents, and copyrights, and ordinary contract rights. Has only conceptual existence and thus doesn't come under article 2

movable item

item that can be carried from place to place

severance

separation

good faith

under the UCC it means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade

nonconforming goods

goods that don't accord with the contract's terms

battle of the forms

occurs when two merchants exchange separate standard forms containing different contract terms

title

the right of ownership

future goods

any goods that arent in existence at the time of contracting

shipment contract

the seller is required or authorized to ship goods by carrier, such as a trucking company

bill of lading

receipt for goods that is signed by a carrier and serves as a contract for the transportation of the goods

warehouse receipt

receipt issued by a warehouser for goods stored in a warehouse

bailment

a temporary delivery of personal property, without passage of title, into the care of another, called a bailee

bailee

a party who by a bill of lading, warehouse receipt, or other document of title, acknowledges possession of goods and/or contracts to deliver them

installments

delivery of goods in several lots instead of in a single delivery

date of shipment

this is when the credit period usually begins

anticipatory repudiation

when this occurs, the nonbreaching party has a choice of two responses: 1. treat the rejection as a final breach by pursuing a remedy or 2. Wait to see if the rejecting party will decide to honor the contract despite the avowed intention to back out of it

insolvent

unable to pay debts as they become due

amount of damages

equal to the difference between the contract price or lease payments and the market price or lease payments at the time and place of tender of the goods, plus incidental damages

in transit

when the seller or lessor has delivered the goods to a carrier or a bailee but the buyer or lessee hasn't received them yet

consequential damages

any losses suffered by the buyer or lessee that the seller or lessor had reason to know about at the time of contract formation

security interest

an interest in the goods that secures payment or performance of an obligation

affirmation

a declaration that something is true

merchantable

when goods are of at least average, fair, or medium-grade quality. Goods must also be adequately packaged and labeled, and they must conform to the promises or affirmations of fact made on the container or label

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