Grossmont College UCC Sales Contract Analysis Paper

UCC Sales Contract

The following question is based on the Sales Contract found in the Contracts Module. Please reference the Sales Contract by clause number as you answer the questions.  Remember, this is a contract under the UCC.

Essay (

You contend that you received non-conforming goods as a result of an ambiguity in the contract.  You ordered goods thinking you would get a particular product.  You wanted Razor scooters.  That was the original oral telephonic communication when you first contacted the selling merchant.  You both talked about and agreed on Razor scooters. Thereafter, in additional phone conversations, you and the seller just used the phrase “scooters”. The seller prepared a written contract and sent it to the buyer for review and signature.  The contract was signed by both parties.  The selling merchant then shipped scooters that are in perfect condition but they are not Razor scooters. The selling merchant believes the goods are conforming.  Upon receipt and inspection of the goods, what are all your merchant options under the contract and at law?

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UCC SALES CONTRACT
This contract for the sale of goods is between Donald, an LLC organized under the laws of the State of
CA, the “Buyer , and Tome Jones, a sole proprietor, organized under the laws of the State of Deliah , the
“Seller ”.
The parties agree as follows:
1. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on
Exhibit A in the quantities and at the prices stated Goods in Exhibit A.
2. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days of the date of the
Seller’s invoice, which date will not be before the date of the Seller’s delivery of the Goods
3. The Seller shall deliver the Goods to the Buyer’s facility in Pussycat Alley, City of Deliah, and title to
and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery
dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for
failure to meet any delivery date.
4. The Seller disclaims all warranties of quality, whether express or implied, including the warranties of
merchantability and fitness for particular purpose. The Buyer acknowledges that it has not been induced
by any statements or representations of any person with respect to the quality or condition of the
Goods and that no such statements or representations have been made. The Buyer acknowledges that it
has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make
upon delivery and that the Seller has afforded the Buyer the opportunity for full and complete
investigations, examinations, and inspections.
5. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost
profits) arising out of or relating to this agreement or the transactions it contemplates whether for
breach of contract, tort, negligence, or other form of action and irrespective of whether the Seller has
been advised of the possibility of any such damage. In no event will the Seller’s liability exceed the price
the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause
of action.
6. No action arising out of or relating to this agreement or the transactions it contemplates may be
commenced against the Seller more than 12 months after the basis for such claim could reasonably have
been discovered.
7. The Buyer hereby grants to the Seller a security interest in the Goods sold to the Buyer under this
agreement and any proceeds therefrom (including accounts receivable), until payment in full for the
Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to
perfect this security interest that the Seller reasonably requests.
8. (a) The laws of the CA shall govern all matters arising out of or relating to this agreement and the
transactions it contemplates, including, without limitation, its interpretation, construction, validity,
performance (including the details of performance), and enforcement.
(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this
agreement or the transactions it contemplates must bring the legal action or proceeding in any court of
the CA. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of
CA.
9. The Seller will not be liable for delays in performance or for non-performance due to unforeseen
circumstances or causes beyond the Seller’s reasonable control.
10. The Buyer may not assign any of its rights under this agreement or delegate any performance under
this agreement, except with the prior written consent of the Seller. Any purported assignment of rights
or delegation of performance in violation of this section is void.
11. In any adversarial proceedings between the parties arising out of this agreement or the transactions
it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any
other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.
12. This agreement constitutes the entire agreement between the parties with respect to the subject
matter of this agreement and supersedes all other agreements, whether written or oral, between the
parties.
13. No amendment to this agreement will be effective unless it is in writing and signed by both parties.
14. This agreement will become effective when both parties have signed it. The date this agreement is
signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be
deemed the date of this agreement.
15. This agreement may be signed in one or more counterparts, which together will form a single
agreement. This agreement may be signed electronically.
Each party is signing this agreement on the date stated opposite that party’s signature.
Donald, LLC (e-signature)
Date: 1/1/2020
Tome Jones (e-signature)
Date: 1/2/2020
EXHIBIT A
Product Ordered – Scooters
Quantity Ordered – 50
Price per Unit – $200.00 US per Razor Scooter
Total Contract Price for Scooters – $10,000 USD