Chapter 21 - Performance of sales contracts. After completing this chapter, students will be able to: Explain meaning of good faith, course of dealing, and trade usage; list basic obligations and rights of buyer and seller for delivery of and payment for goods; explain when acceptance of goods occurs, the effect of acceptance, and right of revocation. | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 4 Formation and Terms of Sales Contracts Product Liability Performance of Sales Contracts Remedies for Breach of Sales Contracts Sales P A R T Performance of Sales Contracts P A E T R H C 21 Business neglected is business lost. Daniel Defoe, novelist, The Complete English Tradesman (1726) Learning Objectives Explain meaning of good faith, course of dealing, and trade usage List basic obligations and rights of buyer and seller for delivery of and payment for goods Explain when acceptance of goods occurs, the effect of acceptance, and right of revocation UCC is flexible, but general rules apply: Parties must act in good faith in the performance of a sales contract [1–203] If express terms of contract conflict with past course of dealing between parties, express terms prevail [1–205(4)] If express terms of contract conflict with trade usage, express terms prevail [1–205(4)] Consideration not . | Copyright © 2013 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 4 Formation and Terms of Sales Contracts Product Liability Performance of Sales Contracts Remedies for Breach of Sales Contracts Sales P A R T Performance of Sales Contracts P A E T R H C 21 Business neglected is business lost. Daniel Defoe, novelist, The Complete English Tradesman (1726) Learning Objectives Explain meaning of good faith, course of dealing, and trade usage List basic obligations and rights of buyer and seller for delivery of and payment for goods Explain when acceptance of goods occurs, the effect of acceptance, and right of revocation UCC is flexible, but general rules apply: Parties must act in good faith in the performance of a sales contract [1–203] If express terms of contract conflict with past course of dealing between parties, express terms prevail [1–205(4)] If express terms of contract conflict with trade usage, express terms prevail [1–205(4)] Consideration not required to support modification of contract, but parties may specify that writing required [2–209] General Rules of The UCC Parol evidence rule does not bar the course of dealing between the parties If first party repeatedly fails to perform as agreed and second party fails to object, second party may have waived rights to cancel contract based on inadequate performance [2–208(3), 2–209(4)] Second party may retract waiver by reasonable notice to first party requiring strict performance [2–209(5)] More General Rules Basic duty of seller is to deliver goods that conform to contract with the buyer and basic duty of buyer is to accept and pay for goods if they conform to contract [2–301] Goods are to be delivered at seller’s place of business unless otherwise specified by contract Within reasonable hours and for a reasonable period of time, so buyer can take possession of goods [2–503] Delivery Under The UCC Generally, buyer has right to inspect goods before he accepts or pays
