Reference no: EM133190276

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.

There is one question for this Contract B. I am looking for the ability to read and comprehend the contract so the appropriate contract clause can be applied to the questions connected with each contract. In order to answer the contract fact scenario, you will also need to be able to identify the legal concept(s) that is applicable to the situation described. This is an analysis so please treat it as such. Your personal opinion is not appropriate.

There is a correct answer(s) for the question as several legal concepts apply. If a student discusses a different legal theory for answering the question, partial points will be given. In cases of complete or partial answers, text references are mandatory to support the remedy proposed by the student. A text reference that has no bearing on the remedy or legal arguments will be counted as "no text". For example, if any contract has an issue of risk of loss, referencing the text on contract formation will not meet the requirement. The sections of the text that you have read contain all the information you need for this analysis.

Please remember to reference the applicable parts of the contract that you are using to answer each question.

A student will be given 3 points for the text reference, 4 points for the contract reference(s), with 15 points for the analysis itself.

The remaining 3 points will be given as a spelling/grammar score. Following is the prompt.

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 (2 complete paragraphs minimum per essay with text and contract references to support your answers)

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?

You can approach these contracts as you would any problem you encounter in your life by setting up the framework you need to help solve the problem. What do the parties want (call it a remedy)? What are the facts that each believes supports their "remedy"? What does the contract say about their remedy? What does the law say about that? Now, can you come to a conclusion supported by the contract language and the law? If yes, then write it out. You must support your conclusion with at least one text reference per contract.

Why are text references important? Contract language does not exist in a vacuum. It is written based on the law. It is critical, therefore, to cite to the text and the contract to support your analysis.