<Ul> <Li> Battle of forms--A written confirmation of an offer sent within a reasonable time operates as an acceptance even though it states terms additional terms to or different from those offered, unless acceptance is expressly made conditional to the additions . </Li> <Li> Statute of frauds as applicable to the sale of goods--The actual contract does not need to be in writing . Just some note or memo must be in writing and signed . However, the UCC exception to the signature requirement is where written confirmation is received and not objected to within 10 days . </Li> <Li> Cure / cover--Buyer must give seller time to cure the defective shipment before seeking cover </Li> <Li> FOB place of business--The seller assumes risk of loss until goods are placed on a carrier . FOB destination: seller risks loss until shipment arrives at destination . If the contract leaves out the delivery place, it is the seller's place of business . </Li> <Li> Risk of loss--Equitable conversion does not apply . In sale of specific goods, the risk of loss lies with the seller until tender . Generally, the seller bears risk of loss until the buyer takes physical possession of the goods (the opposite of realty) </Li> <Li> Reclamation--Successful reclamation of goods excludes all other remedies with respect to the goods . A seller can reclaim goods upon demand within 20 days after buyer receives them if the seller discovers that the buyer received the goods while insolvent . </Li> <Li> Rightfully rejected goods--A merchant buyer may follow reasonable instructions of the seller to reject the goods . If no such instructions are given, the buyer make a reasonable effort to sell them, and the buyer / bailee entitled to 10% of the gross proceeds . </Li> <Li> Implied warranty of fitness--Implied warranty of fitness arises when the seller knows the buyer is relying upon the seller's expertise in choosing goods . Implied warranty of merchantability: every sale of goods fit for ordinary purposes . Express warranties: arise from any statement of fact of promise . </Li> <Li> UCC damages for repudiating / breaching seller--Difference between 1) the market price when the buyer learned of breach and the 2) contract price 3) plus incidental damages . An aggrieved seller simply suing for the contract price is economically inefficient . </Li> <Li> Specially manufactured goods--Specially manufactured goods are exempt from statute of frauds where manufacturer has made a "substantial beginning" or "commitments for the procurement" of supplies . </Li> </Ul> <Li> Battle of forms--A written confirmation of an offer sent within a reasonable time operates as an acceptance even though it states terms additional terms to or different from those offered, unless acceptance is expressly made conditional to the additions . </Li> <Li> Statute of frauds as applicable to the sale of goods--The actual contract does not need to be in writing . Just some note or memo must be in writing and signed . However, the UCC exception to the signature requirement is where written confirmation is received and not objected to within 10 days . </Li> <Li> Cure / cover--Buyer must give seller time to cure the defective shipment before seeking cover </Li>

In states that have adopted article 2a of the ucc