contracts (s. 672.321(3)), the buyer is not entitled to inspect the goods before payment of the price when the contract provides: For delivery C.O.D. or on other like terms; or. Merchant means a person who deals in goods of the kind or otherwise by occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by occupation holds himself or herself out as having such knowledge or skill. The buyers right to recover the goods under paragraph (1)(a) vests upon acquisition of a special property, even if the seller has not then repudiated or failed to deliver. Goods means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (chapter 678) and things in action. . s. 1, ch. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyers fraudulent or innocent misrepresentation of solvency or of intent to pay. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility. The seller may treat the failure of needed instructions as a failure of cooperation under this chapter (s. 672.311). The buyer may revoke her or his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to her or him if she or he has accepted it: On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (s. 672.612), then also with respect to the whole undelivered balance, the aggrieved seller may: Stop delivery by any bailee as hereafter provided (s. 672.705); Proceed under the next section respecting goods still unidentified to the contract; Resell and recover damages as hereafter provided (s. 672.706); Recover damages for nonacceptance (s. 672.708) or in a proper case the price (s. 672.709); An aggrieved seller under the preceding section may: Identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in her or his possession or control; Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished. The procurement, processing, testing, storing, or providing of human tissue and organs for human transplant, by an institution qualified for such purposes, is the rendering of a service; and such service does not constitute the sale of goods or products to which implied warranties of merchantability or fitness for a particular purpose are applicable. A term fixing unreasonably large liquidated damages is void as a penalty. The delivery was procured through fraud punishable as larcenous under the criminal law. Chapter 672 shall be known and may be cited as the Uniform Commercial CodeSales.. On termination, all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives. Under a sale or return unless otherwise agreed: The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and. Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages: The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyers remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and. Passing of title; reservation for security; limited application of this section. Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver. May also either proceed to perform in any reasonable manner or after the time for a material part of his or her own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. s. 1, ch. Where the seller is required to deliver at a particular destination tender requires that he or she comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section. Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. Sellers resale including contract for resale. Tender of delivery is a condition to the buyers duty to accept the goods and, unless otherwise agreed, to the buyers duty to pay for them. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. destination or its equivalent requires the seller at his or her own expense and risk to: Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and, Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and, Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then-current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and, Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and. If such cancellation or termination occurs during the first 90 days the insurance is in force and the insurance is canceled or terminated for reasons other than nonpayment of premium, at least 20 days' written notice of cancellation or termination accompanied by the reason therefor must be given unless there has been a material misstatement or History.s. In such a case the price is a reasonable price at the time for delivery if: The price is left to be agreed by the parties and they fail to agree; or. 79-141; s. 2, ch. Sellers remedies on discovery of buyers insolvency. There may be a sale of a part interest in existing identified goods. Effect of cancellation or rescission on claims for antecedent breach. 65-254; s. 578, ch. In a transaction involving the sale of cattle or hogs, there is no implied warranty that the cattle or hogs are free from sickness or disease. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him or her. 2010-131. If the claim is one for infringement or the like (s. 672.312(3)) and the buyer is sued as a result of such a breach he or she must so notify the seller within a reasonable time after he or she receives notice of the litigation or be barred from any remedy over for liability established by the litigation. On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his or her possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (s. 672.706). Waiver of buyers objections by failure to particularize. 672.718 and 672.719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may: Accept any commercial unit or units and reject the rest. Recover damages for nondelivery as provided in this chapter (s. 672.713). Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he or she seasonably notifies the buyer have a further reasonable time to substitute a conforming tender. Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods. The Florida statute of limitations is a decree which gives a specific deadline for filing a judicial claim. In either case suspend her or his own performance or proceed in accordance with the provisions of this chapter on the sellers right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (s. 672.704). Open time for payment or running of credit; authority to ship under reservation. or C. & F.: Where the price is based on or is to be adjusted according to net landed weights, delivered weights, out turn quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. No implied warranties exist as to defects which cannot be detected, removed, or prevented by reasonable use of available scientific procedures or techniques. Unless otherwise agreed a term for delivery of goods ex-ship (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. Where the buyer is sued for breach of a warranty or other obligation for which his or her seller is answerable over: The buyer may give his or her seller written notice of the litigation. Buyers right to specific performance or replevin. Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyers breach, in connection with return or resale of the goods or otherwise resulting from the breach. In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may: For a commercially reasonable time await performance by the repudiating party; or, Resort to any remedy for breach (s. 672.703 or s. 672.711), even though the aggrieved party has notified the repudiating party that she or he would await the latters performance and has urged retraction; and. If the contract requires delivery at destination, title passes on tender there. Where such specification would materially affect the other partys performance but is not seasonably made or where one partys cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies: Is excused for any resulting delay in his or her own performance; and. A contract for sale imposes an obligation on each party that the others expectation of receiving due performance will not be impaired. The additional terms are to be construed as proposals for addition to the contract. 65-254; s. 562, ch. 2010-131. Consequential damages resulting from the sellers breach include: Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and. It is not necessary to the creation of an express warranty that the seller use formal words such as warrant or guarantee or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the sellers opinion or commendation of the goods does not create a warranty. Implied warranty; merchantability; usage of trade. Under a sale on approval unless otherwise agreed: Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and, Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and. Under such a term unless otherwise agreed: The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and. Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and, If the seller is authorized to send the goods she or he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (s. 672.513); and, If delivery is authorized and made by way of documents of title otherwise than by subsection (2) then payment is due regardless of where the goods are to be received at the time and place at which the buyer is to receive delivery of the tangible documents or at the time the buyer is to receive delivery of the electronic documents and at the sellers place of business or, if none, the sellers residence; and. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but, subject to the provisions of this chapter on parol or extrinsic evidence (s. 672.202), negation or limitation is inoperative to the extent that such construction is unreasonable. In a proper case any incidental and consequential damages under the next section may also be recovered. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival. Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions. Tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and, except as otherwise provided in chapter 679, receipt by the bailee of notification of the buyers rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.