Business Law Chapter 23

Transfer and deliveraccept and pay(good faith required in every contract)

Honesty in fact
in transaction between merchants, UCC also imposes obligation of reasonable commercial standards of fair dealing --commercial reasonableness

States that if goods or tender of delivery fail in any respoect to conform to contract buyer/lessee have right to:1. accept goods2. reject entire shipment or3. accept part and reject part

Requires that the seller/lessor have and hold conforming goods at disposal of the buyer/lessee and give the buyer/lessee reasonable notification to enable him to take delivery

1. Industry standards (usage of trade=any practice that members of an industry expect to be part of their dealings2. Prior Dealings between parties 3. seller's/lessor's right to cure 4. excuse from performance when identified goods destroyed through no fault of parties (parties are exused from performance)5. substantial impairment (buyer can only revoke accaptance of goods if the show that the defects substantially impair the value of the goods)6. Commercial Impracticability

Delay in delivery or non-delivery may not, in courts discretion constitute breach if performance made impracticable because contingency has occured that was not contemplated when parties reached agreement

1. Seller/lessor must provide buyer opportunity to inspect goods2. reasonableness governs inspection process3. post-inspection buyer has option to accept, partially accept, reject or revoke acceptance (UCC guidelines govern right to exercise particular options post-inspection)4. Buyers/lessees must give reasonable notice upon exercising right of rejection/revocation of acceptance