This clause is one of the central clauses of a sales contract. As a general rule, the buyer prefers more accurate and detailed descriptions than the seller. If the description of the merchandise is not sufficiently accurate, the buyer cannot resort if the seller provides goods that are technically consistent with the contract description but are not satisfactory for the buyer`s commercial purposes. On the other hand, exporters want to define precisely the goods if they are sure to deliver precisely these products. However, in other trade policy situations, it may be practical to anticipate and allow minor deviations from the contract description; z.B. in terms of colors or dimensions, are not necessary to accurately identify the goods and they should not be included in the product description. By agreement or provision, the parties can set the delivery date by entering declarations in contracts such as “delivery is due on July 8 or before July 8” or “The first of the 12 tranches is due July 8 or earlier.” Both statements are clear. If the parties do not specify in their contract when the delivery is to take place, the UCC will fill the void. Section 2-309 of the UCC states that “transfer time or any other act under a contract, unless stipulated or agreed to in this section, is a reasonable period of time.” And what is a “reasonable time” is mentioned by Comment 1 of this section: c) in other cases – in the position of the merchandise at the place where the seller had his business condition at the time of the contract. The seller`s obligation under the UCC is to make a timely delivery of the compliant goods.
For each element of the obligation – timely delivery, compliant goods – the parties can give their consent in their contract. Otherwise, the UCC meets the standard rules. If the contract does not say what quality of the goods correspond to the contract, then the standard UCC rule will come into effect. The seller must make a perfect offerThe UCC request that the seller spend exactly what he or she was mandated to make. What is delivered must be in full compliance with the contract. Unique Code of Trade, Section 2-601. And if what is delivered is not in accordance with the contract, the buyer is not required to accept the goods. Unless otherwise agreed, all goods must be delivered in one go and no payment is due before the offer.
But if circumstances allow one of the parties to make or require batch delivery, section 2-307 UCC allows the seller to demand payment for each lot if it is possible to distribute the price. And if the contract requires increments and a rate is defective – is this a substantial violation of the entire contract? No no. Section 2-612 of the UCC states that the parties clearly indicate the currency of the contract and the amount of the price, both in terms of numbers and words. If the parties do not agree on a price in the contract, a provision explaining the pricing method should be included in the contract. (a) where the sales contract includes the transportation of goods, when the goods are handed over to the first carrier for transmission to the purchaser; The contract can be either a transit contract, a destination contract, or a contract in which the goods must not be moved (owned by bailee).