In response to the question of whether the contract was created between GC and Pros, one should state that the contract was not formed. The rules of UCC apply to the regulation of buyers’ and sellers’ relationships under contract terms (Legal Information Institute, n.d.). According to Hamblen (2018), UCC does not apply to sales of goods in the case when both parties agreed on terms that are not specified in UCC. Since such alternative terms were not discussed between GC and Pros, the contract cannot be created. Since in the provided scenario, GC and Pros did not have a written and signed contract, their agreement on the sales of cleaning products may not be validated by the UCC regulation.
Moreover, GC did not respond to Pros’ e-mail and did not confirm the acceptance of the order, which might have been proof of the contract between the two parties (McMahon, 2010). As Article 2 of UCC states, “where the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance” (Uniform Law Commission, n.d.). Thus, the contract between GC and Pros was not created.
Under the provision of UCC, a buyer has the right to inspect the goods and demand a replacement or reject from them in the case if their quality or quantity does not comply with the order specifications. The buyer must be given an opportunity and means for proper inspection of the goods upon receiving (“Chapter 10: Performance and remedies,” n. d.). Also, under the defined circumstances, Pros received the goods and perceived GC’s delivery as the confirmation and acceptance of their offer. In such a manner, commonly, the buyer is obliged to pay for the goods. However, since the delivered goods were not the ones requested, Pros are not obliged to pay for them. In addition, according to UCC, “rejection is allowed if the seller fails to make a perfect tender,” which applies to the current situation (“Chapter 10: Performance and remedies,” n. d., para. 55). Thus, Pros are entitled to reject the goods without the obligation to pay for them.
As for the rights and obligations of GC as the seller in the scenario, the common regulations as per the UCC contract do not apply since the contract was not created between GC and Pros. The seller is obliged to deliver the goods only if the specifications are enlisted in the contract. Due to the lack of a signed agreement between the two parties, such a n obligation is not applied to GC. Under common circumstances, a seller is obliged to deliver goods having the properties as identified in the contract (“Chapter 10: Performance and remedies,” n. d.).However, GC has the right to cure as the UCC provision claim: “before the defaulting seller is in complete default, she has a right to cure” (“Chapter 10: Performance and remedies,” n. d. para. 34). Thus, GC has the right to cure the delivery and provide proper goods to the seller. In the case of the sales relationships between GC and Pros, at this stage, the two parties might clarify the terms of the agreement and establish a relevant contract upon which they would operate.
In response to the question concerning the GC’s delivery of Window Sheen products to Johnson, one might state that GC should not be held accountable for the damage to the goods upon their storage by the buyer. The common rule that applies to the regulation of the title to goods states that the responsibility for goods is transferred to the buyer at the time the goods are delivered. Indeed, the title passes to the buyer “at the time the seller completes his performance relating to the delivery of the goods” (M.E. Dey & Co, n. d., p. 1). At the same time, it is assumed that the buyer expects the goods to have particular properties for which he or she pays.
To ensure the compliance of delivered goods to the requested specifications, the buyer has the right to inspect the goods upon delivery, as ruled by section 2-606 of UCC (Uniform Law Commission, n. d.). However, as Johnson accepted the goods and forwarded them to the storage location, the burden of damage and loss responsibility is transferred to him. Consequently, if the buyer, in the face of Johnson, failed to inspect the goods after delivery and before directing them to the storage location, the buyer bears the responsibility for the damage of the liquid cleaners. Indeed, “a buyer who bears the loss must pay for the goods even though they are unusable” (“Chapter 9: Title and risk of loss,” n.d., para.). This explicitly states that Johnson must pay for the cleaners GC delivered, and GC is not entitled to replace the goods.
References
Chapter 9: Title and risk of loss. (n.d.). Web.
Chapter 10: Performance and remedies. (n. d.). Web.
Hamblen. K. (2018). When does the UCC not apply to a sale of Goods? Web.
Legal Information Institute. (n.d.). Sales. Web.
McMahon, J. P. (2010). Guide for managers and counsel: Applying the CISG. Web.
M.E. Dey & Co. (n.d.). Transfer of title and risk of loss. Web.
Uniform Law Commission. (n.d.). Uniform commercial code. Web.