Additional terms zNonmerchants yProposals yAccepted or rejected by offeror zMerchants yAutomatically become a part of the contract yUnless xObjected to xMaterially alter the terms of the offer xOffer expressly limits acceptance to its original terms

Rejection zNotification within a reasonable time zTypes: yRightful yWrongful

Acceptance zAcceptance occurs when after a reasonable opportunity to inspect, the buyer ysignifies that the goods are conforming ysignifies that the goods are nonconformity but he/she will retain them despite their nonconformity, yfails to make an effective rejection, OR ydoes any act inconsistent with the seller’s ownership rights in the goods.

Revocation of Acceptance zBuyer can revoke acceptance of nonconforming goods when nonconformity substantially impairs value of goods to buyer and yBuyer accepted with knowledge of nonconformity because seller promised to cure and did not OR ybuyer accepted without knowledge of nonconformity because of the difficulty of discovery or seller’s assurances.

Who has title? zGoods must be identified zAgreement zNo agreement ySeller completes delivery yShipment contracts yDelivery without movement zEffects of rejection and revocation

Does the BFP receive good title? zFrom a seller with void title zFrom a seller with voidable title zEntrustment

Who has risk of loss? zNo breach of contract yAgreement yNo agreement xShipment contract xDelivery without movement and goods held by bailee xNo carrier or bailee zBreach of contract

zIf identified goods are totally destroyed without the fault of either party before the risk of loss has passed to the buyer, the contract is void. zIf identified goods are partially destroyed without the fault of either party before the risk of loss has passed to the buyer, the buyer may yvoid the contract or yaccept the goods

Seller must deliver CONFORMING goods zTender of delivery zSingle delivery preferred zTime of delivery zPlace of delivery zDelivery when goods held by bailee zCarrier (or shipment contracts) yFOB shipment yFOB destination

Buyer must PAY for the conforming goods zTime of payment zPlace of payment zForm of payment zBuyer’s right of inspection zAcceptance obligates the buyer to pay contract price

Acceptance zAcceptance occurs when after a reasonable opportunity to inspect, the buyer ysignifies that the goods are conforming ysignifies that the goods are nonconformity but he/she will retain them despite their nonconformity, yfails to make an effective rejection, OR ydoes any act inconsistent with the seller’s ownership rights in the goods.

Rejection zNotification within a reasonable time zAccept all, reject all, accept part and reject the rest (retain commercial units) zTypes: yRightful yWrongful

Non-conforming goods zRejection yBuyer’s duties as to rejected goods xMerchant: if goods are perishable, buyer must make reasonable effort to resell on seller’s behalf yBuyer’s duties after expiration of reasonable time zSeller’s right to Cure zRevocation of acceptance

Revocation of Acceptance zBuyer can revoke acceptance of nonconforming goods when nonconformity substantially impairs value of goods to buyer and yBuyer accepted with knowledge of nonconformity because seller promised to cure and did not OR ybuyer accepted without knowledge of nonconformity because of the difficulty of discovery or seller’s assurances.

Seller’s remedies zcancel the contract zwithhold delivery zstop delivery z resell identified goods zmarket price zcontract price zreclaim identified goods from insolvent buyer

Buyer’s remedies zcancel zcover zmarket price zreplevy vs. specific performance znonconforming accepted goods zincidental damages zrecover identified goods from insolvent seller

Warranties zExpress zImplied warranty of title zImplied warranty of merchantability zImplied warranty of fitness zDisclaimer zAssumption of the risk

zOne who sells a defective product unreasonably dangerous is strictly liable to the user, consumer, or bystander who sustains personal injury or property damage resulting therefrom, provided that the condition of the product has not substantially changed from the time of its sale.