Are There Fundamental Principles That Article 2 Always Applies?
Yes. Certain fundamental principles apply to the sale of all goods. Failure to adhere to the fundamental principles may take the transaction outside of the protection of the Uniform Commercial Code. One fundamental concept is that of good faith. Courts presume that all parties to a contract are acting in good faith. The U.C.C. defines good faith as honesty in fact. In order to qualify for the protections of the U.C.C., all parties to a contract for the sale of goods must deal honestly with each other as to the essential facts of the contract.
Another basic concept of the U.C.C. is that all contracts for the sale of goods must be fundamentally fair. If a contract is so unfair that it may be said to shock the conscience, a Court may find that the contract is unconscionable. Courts do not recognize contracts that are determined to be unconscionable. The term is broad and there is not a strict line drawn to determine whether or not a contract is unconscionable. The determination is determined on a casebycase analysis.
If a Court finds that a contract is unconscionable, the court may (1) void the entire contract, (2) enforce the contract without including the unconscionable clause, or (3) so limit the application of the clause that it will avoid the unconscionable result. A final concept fundamental to the U.C.C. is that of a merchant. Article 2 distinguishes between merchants and nonmerchants. In most situations, the U.C.C. holds merchants to a higher standard.
Other UCC Filing FAQs
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Q:
What Is The U.C.C.?
A: The U.C.C. stands for the Uniform Commercial Code. The laws concerning commercial and private transactions for the sale and leasing of goods developed out of the … More -
Q:
What Is Article 2 Of The U.C.C.?
A: Article 2 of the U.C.C. deals with transactions involving the sale of goods. Article two only covers the sale of goods. This is important to keep in mind. Goods … More -
Q:
Does Article 2 Treat Merchants The Same As Non-Merchants?
A: No. Article 2 distinguishes between merchants and nonmerchants. In most situations, the U.C.C. holds merchants to a higher standard. Under the U.C.C., a merchant … More -
Q:
What Is An Express Warranty?
A: Any affirmation of fact or promise (or description of the goods) made by the seller to the buyer that relates to the goods and becomes part of the basis of the bargain … More -
Q:
What Is An Implied Warranty Of Merchantability?
A: In every sale between a merchant and a consumer, there exists an implied warranty of merchantability. This means that the goods bought will be fit for their ordinary … More -
Q:
What Is The Implied Warranty Of Fitness For A Particular Purpose?
A: This is a warranty that is created when you seek and rely upon the expertise and advice of a sales associate in buying an item. To establish an implied warranty for a … More -
Q:
Disclaimer Or Limitation Of Implied Warranties
A: Sellers of consumer products who make service contracts on their products are prohibited under the Act from disclaiming or limiting implied warranties. (Remember also … More -
Q:
Disclaimer Or Modification Of Implied Warranties
A: The Act prohibits anyone who offers a written warranty from disclaiming or modifying implied warranties. This means that no matter how broad or narrow your written … More -
Q:
Do Used Cars Come With A Warranty?
A: In general, yes. State laws hold dealers responsible if cars they sell don`t meet reasonable quality standards. These obligations are called implied … More -
Q:
What Should I Do If The Product I Bought Has A Warranty, And Does Not Work?
A: You should first go back to the retailer and ask for an exchange of goods or for your money back. If the retailer refuses to do either, and there is no disclaimer of … More
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