Uniform Commercial Code - NACM

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22049301THE UNIFORMCOMMERCIAL CODESALES, BULK SALES AND SECURED TRANSACTIONSPresented By:NACM CREDIT LEARNING CENTER 2009 Lowenstein Sandler PCPresenter:BRUCE S. NATHAN, SANDLER PC1251 Avenue of the AmericasNew York, New York 10020Telephone: (212) 262-6700Facsimile: (973) 422-6851E-mail: Website: 12953757v11CONTRACT FORMATION: COMMON LAW Contract Created by Offer and Acceptance Mirror Image Rule Acceptance at Variance With Offer = Rejection/Counteroffer Last Document Controls Terms2 Applies to Domestic Sales of Goods Contains Uniform provisions for: Formation of contracts Terms Warranties protection for buyer Remedies State not Federal law May vary by stateUNIFORM Commercial code ARTICLE 2 SALES220493023 Offer Purchase order E-mail Telephone call Supply agreementUNIFORM Commercial code ARTICLE 2 SALES CONTRACT FORMATION4 Acceptance Performance , shipment Promise to perform ( , ship) by certain date Confirmation/terms and conditions Signed credit application/terms and conditions Other action evidencing acceptance By electronic mediumUNIFORM Commercial code ARTICLE 2 SALES CONTRACT FORMATION5 Contract May be Created Even if Variance Between Offer and Acceptance If both parties are merchants, different or additional terms may become part of sales contract unless: They are a material alteration; Counterparty objects; or Offer limits acceptance terms C

2204930 2 3 Offer •Purchase order •E-mail •Telephone call •Supply agreement UNIFORM COMMERCIAL CODE ARTICLE 2 –SALES CONTRACT FORMATION 4 Acceptance •Performance –e.g., shipment

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