Explore the legal terms and concepts related to Terms of the Contract. Click on any term below to learn more about its definition and applications.
How does a limitation on remedies affect warranties?
Limitations on remedies do not eliminate warranties, they merely limit them or set the recovery amou...
Under the UCC, which warranties can be disclaimed?
The implied warranties of merchantability and fitness for a particular purpose can be disclaimed by:...
Under the UCC, what is the effect of a buyer examining goods before acceptance?
If a buyer examines goods before accepting them, there are no implied warranties for any defects tha...
Under the UCC, how is privity a limitation on warranty liability?
Where the plaintiff did not buy the goods from the defendant, there may be an issue with privity. Th...
Under the UCC, what is the statute of limitations on warranties of quality?
The statute of limitations for warranties of quality is 4 years, and generally starts running when "...
What is an implied warranty of fitness for a particular purpose?
Where (1) a seller has reason to know the particular purpose for which the goods will be used and th...
What is an implied warranty of merchantability?
When a regular person buys goods from a merchant, there is an implied warranty that the goods are fi...
How do you identify express warranties?
Keep an eye out for words that promise, describe, or state facts, as well as any samples or models a...
What are the default warranties of quality available under the UCC?
Warranties of quality include: (1) express warranties; (2) the implied warranty of merchantability,...
How do you determine who is liable for risk of loss?
If the risk of loss is on the buyer, he must pay the full contract price. If the risk of loss is on...
What are shipment contracts?
Most contracts are shipment contracts, in which the seller completes their delivery obligation when...
Under the UCC, in determining the seller's delivery obligations while using a common carrier, what is CIF (Cost, Insurance, and Freight) and CF (Cost and Freight)?
CIF and CF mean that the price in the contract includes the price of goods, the cost of shipping the...
Under the UCC, in determining the seller's delivery obligations while using a common carrier, what is FAS (Free Alongside)?
Generally, FAS is only used when goods are shipped by boat. Risk of loss passes to the buyer once go...
Under the UCC, in determining the seller's delivery obligations while using a common carrier, what is FOB (Free on Board)?
FOB means the risk of loss passes to the buyer once the goods reach the named location, and the sell...
Under the UCC, when does risk of loss pass to which party when using a non-common carrier?
If the seller is a merchant, the risk of loss passes to the buyer when they take physical possession...
When may conduct be a source of contract terms?
Conduct can be a source of contract terms, although words are more important than conduct. In assess...
How is the Parol Evidence Rule handled under UCC?
The rule is generally the same as common law, except a party cannot seek to add consistent additiona...
Under the Parol Evidence Rule, when are conditions precedent admissible?
If a party claims that there was an oral agreement that the written contract would not become effect...
Under the Parol Evidence Rule, when will a court allow terms to be added to a written deal?
The Parol Evidence Rule allows courts to admit evidence of earlier agreements as sources of consiste...
Under the Parol Evidence Rule, is parol evidence admissible to clarify ambiguities?
Yes. The parol evidence rule does not prevent a court from admitting evidence of earlier agreements...
Does the Parol Evidence Rule allow evidence of defenses to enforcement?
Yes. The parol evidence rule does not prevent a court from admitting evidence of earlier words from...
Under the Parol Evidence Rule, what is the effect of a clerical mistake in integration?
A court may consider parol evidence for the limited purpose of determining if there was a clerical m...
Under the Parol Evidence Rule, what is the effect of changing or contradicting terms in a written deal?
Under the Parol Evidence Rule, evidence of an earlier agreement is not admissible for the purpose of...
What is a partial integration?
A partial integration is a written and final agreement, but that still relies on external documents...
What is the Parol Evidence Rule?
Under the Parol Evidence Rule, when the parties to a contract express their agreement in a writing w...
What is parol evidence?
Parol evidence is any oral or written words of a party prior to integration.
What are destination contracts?
In destination contracts, the seller only satisfies their delivery obligation when the goods arrive...
What is a merger clause?
A merger clause is a contract clause that provides conclusive evidence that the agreement is a compl...
What is an integration?
An integration is a written agreement that the court finds is the final agreement.
