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| Fulfillment of a contractual obligation |
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| Seller makes available to buyer goods conforming to the contract and so notifies the buyer |
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| Tender must be made at a reasonable time and kept open for a reasonable period of time |
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| If none is specified, place for delivery is the seller's place of business or, if he has no such place, his residence |
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| Seller is required to tender delivery of the goods to a carrier for delivery to the buyer |
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| Cost, insurance, and freight; a shipment contract |
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| Cost and freight, a shipment contract |
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| Seller is required to tender delivery of the goods at a named destination |
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| "from the ship"; a destination contract |
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| A destination contract, but if goods do not arrive, seller is excused from liability unless it is due to the seller's fault |
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Definition
| Seller's tender of performance must conform exactly to the contract subject to 1) agreement of the parties, 2) cure by seller, and 3) installment contracts |
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Term
| Agreement between the parties |
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Definition
| The parties may contractually limit the operation of the perfect tender rule |
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Definition
| When the time for performance under the contract has not expired or when the seller has shipped nonconforming goods in the belief that the nonconforming tender would be acceptable, a seller may cure or correct his nonconforming tender. |
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Term
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Definition
| When the contract calls for the goods to be delivered in separate lots, the buyer may reject a nonconforming installment if it substantially impairs the value of the installment and cannot be cured; but if nonconformity 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 |
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Definition
| Unless otherwise agreed, the buyer has a reasonable time in which to inspect the goods before payment or acceptance to determine whether they conform |
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| Buyer's manifestation of unwillingness 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 of the goods, or 3) accept any commercial units and reject the rest |
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Definition
| Buyer's manifestation of a willingness to become owner of the goods |
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Definition
| Rescission for buyer's acceptance of the goods if nonconformity of the goods substantially impairs their value, provided that the acceptance was 1) premised on the assumption that the nonconformity would be cured by the seller and it was not or 2) the nonconformity was an undiscovered hidden defect |
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| In the absence of an agreement, payment is due at the time and place the buyer is to receive the goods |
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| Casualty to identified goods |
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Definition
| If the contract is for goods that were identified when the contract was made and those goods are totally lost or damaged without fault of either party and before the risk of loss has passed to the buyer, the contract is avoided |
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Definition
| Goods designated as a part of a particular contract |
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| Nonhappening of presupposed condition |
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Definition
| The seller is excused from the duty of performance on the nonoccurence of presupposed conditions that were a basic assumption of the contract, unless the seller has expressly assumed the risk |
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| Commercial impracticability |
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Definition
| Performance is impracticable as a result of an unforeseen supervening event |
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Definition
| When neither party is at fault and teh agreed manner of delivery of goods becomes commercially impracticable, a substituted manner of performance must be tendered and accepted |
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Term
| Right to adequate assurance of performance |
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Definition
| When reasonable grounds for insecurity arise regarding either party's performance, the other party may demand written assurance and suspend his own performance until he receives that assurance. |
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Definition
| If one party's required cooperation is untimely, the other party is excused from any resulting delay in her own performance |
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Definition
| If either party clearly indicates an unwillingness 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 |
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