• Introduction to Sales and Lease Contracts, Uniform Commercial Code, Contracts for International Sale of Goods (CISG)
• Title of Goods and Risk of Loss
• Performance of Duties and Remedies for Breach
• Products Liability and Sales Contacts

Background:The GC owners are aware of the importance ofcontracts to both buy and sell goods and services.They are reviewing the Uniform Commercial Code (UCC), Article 2, that covers contracts for sales of goods.

In sales contracts, it is important to consider allocation of risk between a buyer and a seller to define value, and typically each party will want to shift as much risk as possible to the other party.

The GC owners understand that the terms in their purchase contracts (i.e., from EPI) will require very different terms from their sales contracts (i.e., reselling cleaning products purchased from EPI.)

First, the owners want to focus on developing their sales contracts for reselling EPI cleaning products.They asked TLG to draft a memorandum that recommends desired contract terms and positions GC's contracts for sale ofgoods.

You are tasked with preparing a memorandum to Winnie, Ralph making recommendations for GC sales contracts

Instructions:

The terms below are just a few of the terms that you, Winnie, and Ralph determined should be included in a sale of goods contract for GC.

A.Evaluate, recommend, and explain details and policies for each of the 4 categories of terms to be included GC sale of goods contracts.

B.List, for each of the 4 terms, the UCC, Article 2, section that applies to the term.

1.Payment termsfor buyer

2.Transfer of title and risk of loss or damage to goods GC is delivering to buyers

3.Inspection of delivered goods:length of time for buyer to inspect goods after delivery

4.Rights and obligations of seller and buyer if delivered goods do not conform to the order

Format for Memorandum:

Memorandum

TO:Winnie James, Ralph Anders

FROM:your name

RE:Green Clean Sales Contract Terms

DATE:

1.Payment terms

A.

B.

2.Transfer of title and risk of loss or damage to goods sold to GC buyers

A.

B.

3.Inspection of delivered goods:length of time for buyer to inspect goods after delivery

A.

B.

4.Rights and obligations of seller and buyer if delivered goods do not conform to the order

A.

B.