1. Chapter 26 OBLIGATIONS AND PERFORMANCE

2. General Principles
Obligation of Good Faith: Every sales contract imposes an obligation of good faith and timely performance.
Good faith means honesty in fact in the conduct or transaction concerned.
For merchants, the UCC imposes the additional requirement of observing “reasonable commercial standards of fair dealing in the trade.”

3. General Principles
A buyer’s or a seller’s refusal to perform a contract is called a repudiation.
A repudiation made in advance of the time for performance is called an anticipatory repudiation.
Repudiation is a breach of the contract.

4. General Principles
If either party to a contract feels insecure about the performance of the other, that party may demand in writing adequate assurance of performance.
If adequate assurance is not given, the demanding party may treat the contract as repudiated.

5. Seller’s Duties
The seller has a duty to deliver the goods in accordance with the terms of the contract.
The time, manner and place of delivery are usually a part of the contract, or are determined by the usual course of dealing in that business.
In any case, this duty requires that the seller permit the transfer of possession of the goods to the buyer.

6. Buyer’s Duty Upon Receipt
The buyer has the right to inspect the goods upon tender or delivery.
Inspection includes the right to open cartons and conduct tests.
Exception to this is a COD delivery.
Buyer has no right until payment is made.

7. Buyer’s Right to Reject
If the inspection by the buyer reveals that the seller has tendered nonconforming goods, the buyer may reject all or part of the order.
Subject to certain limitations, the seller may then offer to replace the goods or cure the problem.

8. Buyer’s Duty to Accept Goods
The buyer has a duty to accept goods that conform to the contract, and refusal to do so is a breach of contract.
The buyer is deemed to have accepted goods either expressly or by implication through his conduct or by lapse of time.
The buyer must pay for accepted goods in accordance with the contract.

9. Buyer’s Right of Rejection
The buyer can reject goods in commercial units, accept the goods and collect damages for their problems, or reject the full contract shipment.
The buyer must give notice of rejection to the seller and cannot do anything with the goods that would be inconsistent with the seller’s ownership rights.

10. Revocation of Acceptance
Even following acceptance, the buyer may revoke that acceptance if:
the problems with the goods substantially impair their value and the problems were not easily discoverable, or
the buyer kept the goods based on the seller’s promises to repair them and make them whole.
Buyer must hold the goods and await instructions from seller.

11. When Duties are Excused
Commercial Impracticability: Performance can be excused but the seller must show objective difficulties that create more than cost increases.

12. Correct performance if time allows
Overview
Buyer
Seller
Contract
Performance
Repudiation
Breach of Contract; Buyer may make substitute contract & recover damages
Delivery
Right to Inspect
Accept*
Reject
Correct performance if time allows
Pay
Revoke Acceptance
(only in some cases)
*May accept all, accept commercial units, or accept on condition of seller making repair or paying damages for nonconforming goods.