Term
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Definition
Definition of Goods:
Goods means all things which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid. |
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Term
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Definition
Firm Offers:
An offer by a merchant to buy or sell goods in a signed writing which by its terms give assurance that it will be held open is not revoable, for lack of consideration, during the time state or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months. |
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Term
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Definition
Battle of the Forms:
A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
Such terms become part of the contract unless:
a) the offer expressly limits acceptance to the terms of the offer;
b) they materially alter it; or
c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received. |
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Term
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Definition
Modification, Rescission, and Waiver
An agreement modifying a contract needs no additional consideration. A signed agreement which excludes modification or rescission except by a signed writing cannot be altered otherwise. The modification must meet the statute of frauds. Modification must be in good faith. |
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Term
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Definition
Unconscionability:
The court may to choose to refuse to enforce the contract, or may limit enforcement of the contract if it finds a contract or a clause unconscionable.
Parties shall be afforded an opportunity to present evidence to the contract or clauses commercial purpose to aid in determining whether it is unconcionable. |
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Term
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Definition
Cure by Seller of Improper Tender:
Where tender by the seller is rejected because of non-conformity and the time of performance has not yet expired, the seller may:
a) seasonably notify the buyer of his intention to cure
b)may then within the contract time make a conforming delivery.
Where the buyer rejects non-conforming tender which the seller reasonably believed would be acceptable (with or without money allowance) the seller, with notification, will have further reasonable time to substitute a conforming tender. |
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Term
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Definition
Buyer's Rights on Improper Delivery
If tender or delivery does not conform the buyer may reject the whole, or accept the whole, or accept any commercial unit or units and reject the rest. |
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Term
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Definition
Right to Adequate Assurance of Performance:
When reasonable grounds for insecurity arise with respect to the performace of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may suspend any performance for which he has not already received the agreed return.
After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. |
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