This is a UCC SALES CONTRACT read it and answer questions at end

This contract for the sale of goods is between Donald, an LLC organized under the laws of the State of

CA, the "Buyer , and Tome Jones, a sole proprietor, organized under the laws of the State of Deliah , the

"Seller ".

The parties agree as follows:

1. The Seller shall sell to the Buyer and the Buyer shall purchase from the Seller the goods set forth on

Exhibit A in the quantities and at the prices stated Goods in Exhibit A.

2. Unless otherwise stated in Exhibit A, payment for the Goods is due within 30 days of the date of the

Seller's invoice, which date will not be before the date of the Seller's delivery of the Goods

3. The Seller shall deliver the Goods to the Buyer's facility in Pussycat Alley, City of Deliah, and title to

and risk of loss of the Goods will pass to the Buyer upon such delivery by the Seller. Any stated delivery

dates are approximate. The Seller will not be liable for any losses, damages, penalties, or expenses for

failure to meet any delivery date.

4. The Seller disclaims all warranties of quality, whether express or implied, including the warranties of

merchantability and fitness for particular purpose. The Buyer acknowledges that it has not been induced

by any statements or representations of any person with respect to the quality or condition of the

Goods and that no such statements or representations have been made. The Buyer acknowledges that it

has relied solely on the investigations, examinations, and inspections as the Buyer has chosen to make

upon delivery and that the Seller has afforded the Buyer the opportunity for full and complete

investigations, examinations, and inspections.

5. The Seller will not be liable for any indirect, special, consequential, or punitive damages (including lost

profits) arising out of or relating to this agreement or the transactions it contemplates whether for

breach of contract, tort, negligence, or other form of action and irrespective of whether the Seller has

been advised of the possibility of any such damage. In no event will the Seller's liability exceed the price

the Buyer paid to the Seller for the specific Goods provided by the Seller giving rise to the claim or cause

of action.

6. No action arising out of or relating to this agreement or the transactions it contemplates may be

commenced against the Seller more than 12 months after the basis for such claim could reasonably have

been discovered.

7. The Buyer hereby grants to the Seller a security interest in the Goods sold to the Buyer under this

agreement and any proceeds therefrom (including accounts receivable), until payment in full for the

Goods has been received by the Seller. The Buyer shall sign and deliver to the Seller any document to

perfect this security interest that the Seller reasonably requests.

8. (a) The laws of the CA shall govern all matters arising out of or relating to this agreement and the

transactions it contemplates, including, without limitation, its interpretation, construction, validity,

performance (including the details of performance), and enforcement.

(b) A party bringing a legal action or proceeding against the other party arising out of or relating to this

agreement or the transactions it contemplates must bring the legal action or proceeding in any court of

the CA. Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of

CA.

9. The Seller will not be liable for delays in performance or for non-performance due to unforeseen

circumstances or causes beyond the Seller's reasonable control.

10. The Buyer may not assign any of its rights under this agreement or delegate any performance under

this agreement, except with the prior written consent of the Seller. Any purported assignment of rights

or delegation of performance in violation of this section is void.

11. In any adversarial proceedings between the parties arising out of this agreement or the transactions

it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any

other relief awarded, all expenses that the prevailing party incurs, including legal fees and expenses.

12. This agreement constitutes the entire agreement between the parties with respect to the subject

. UCC Sales Contract The following question is based on the Sales Contract found in the Contracts Module. Please reference the Sales Contract by clause number as you answer the questions. Remember, this is a contract under the UCC. You contend that you received non-conforming goods as a result of an ambiguity in the contract. You ordered goods thinking you would get a particular product. You wanted Razor scooters. That was the original oral communication when you rst contacted the selling merchant. You both talked about and agreed on Razor scooters. Thereafter, in phone conversations, you and the sellerjust used the phrase scooters. The seller prepared a written contract. The contract was signed by both parties. The selling merchant then shipped scooters that are in perfect condition but they are not Razor scooters. The selling merchant believes the goods are conforming. - 3} Upon immediate receipt and inspection of the goods, what are all your merchant options under the contract and at law? - 4} Under this scenario, you discover an employee signed for the receipt of the scooters over (90) days ago and they have just been sitting in a warehouse. What are your options now as the Buyer pursuant to the contract