BA202 Ch. 20

Breach

Failure of a party to perform an obligation in a sales contract

Perfect Tender Rule

Rule that says if the goods or tender of a delivery fail in any respect to conform the contract, the owner may opt to reject the shipment, accept the shipment, or reject part of the shipment, and accept part of the shipment.

Right to Cure

An opportunity to repair or replace defective or nonconforming goods.

Reasonableness

Term used throughout the UCC to establish the duties of performance by the parties to the sales and lease contracts.

Sellers remedies for breach of contract

1. Withhold Delivery 2. Sue for Breach of Contract 3. Stop Goods in Transit 4. Reclaim the Goods 5. Cancel the Contract

Buyers remedies for breach of contract

1. Reject nonconforming goods 2. Cover and recover damages 3. Sue for Breach of Contract 4. Sue for Ordinary Damages 5. Sue for Specific Performance

Right to Cover

Buyers right to buy replacement goods when the seller fails to deliver or breaches contract

Adequate Assurance of Performance

Assurance from the other party if there is an indication that a contract will be breached by that party.

Liquidated Damages

Damages that will be paid on a breach of contract that are established in advance.