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Uniform Commercial Code - NACM

22049301 THE UNIFORMCOMMERCIAL CODESALES, BULK SALES AND SECURED TRANSACTIONSP resented By:NACM CREDIT LEARNING CENTER 2009 Lowenstein Sandler PCPresenter:BRUCE S. NATHAN, SANDLER PC1251 Avenue of the AmericasNew York, New York 10020 Telephone: (212) 262-6700 Facsimile: (973) 422-6851E-mail: Website: 12953757v11 CONTRACT 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

2204930 5 12 UNIFORM COMMERCIAL CODE REMEDIES –ADEQUATE ASSURANCE DEMAND UCC 2-609 Governs Upon Reasonable Grounds for Insecurity, a Contract Party Can Demand Adequate Assurance of Due

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