Sales Contract

4/30/2015

1

Sales

Objectives

• UCC

• CISG

• Key terms in sales contracts

4/30/2015

2

UCC

• Sale of goods

• Mix of goods and services

• Contract formation

• Gap fillers

• Battle of forms

• Perfect tender rule

CISG

• International sales contracts between merchants

• Default if no choice of law provision in contract

• No Statute of Frauds

• Good faith rule vs. perfect tender

4/30/2015

3

Forms of Contracts

• Long form agreement

• Standard contracts

• Short form contracts

• Attachments

• Addenda

Key Terms

• Representations and warranties

• Conditions

• Price and payment terms

• Timing of performance

• Damages

• Duration and renewal

• Termination

• Dispute resolution

4/30/2015

4

Summary

• Sales contracts are key to business

• Business offerings may be subject to statutory rules governing sales contracts

• Know the difference between UCC law in US and CISG for international contracts