The rights of other purchasers of goods and of lien creditors are governed by the chapters on secured transactions (chapter 679) and documents of title (chapter 677). Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. 65-254; s. 572, ch. The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to her or his rights against the assignor demand assurances from the assignee (s. 672.609). A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. 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). Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. 2016 Florida Statutes TITLE XXXIII - REGULATION OF TRADE, COMMERCE, INVESTMENTS, AND SOLICITATIONS Chapter 501 - CONSUMER PROTECTION Part IV - FLORIDA TELEMARKETING ACT (ss. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he or she has given the other party such notice as the court finds sufficient to prevent unfair surprise. A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. In this chapter unless the context otherwise requires: Buyer means a person who buys or contracts to buy goods. Final written expression; parol or extrinsic evidence. Waiver of buyers objections by failure to particularize. Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it, the language must mention merchantability and in case of a writing must be conspicuous; and, to exclude or modify any implied warranty of fitness, the exclusion must be by a writing and conspicuous. A person in the position of a seller may as provided in this chapter withhold or stop delivery (s. 672.705) and resell (s. 672.706) and recover incidental damages (s. 672.710). A sale or return if the goods are delivered primarily for resale. the place of destination, the seller must at her or his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this chapter (s. 672.503); When under either (a) or (b) the term is also F.O.B. Contract for sale includes both a present sale of goods and a contract to sell goods at a future time. You may cancel this contract without any penalty or obligation within 10 calendar days after the date you sign this contract or the date on which you receive the last of all documents required to be given to you pursuant to section 721.07(6), Florida Statutes, whichever is later. 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. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyers obligation unless the regulation is discriminatory, oppressive or predatory. Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyers rights to recover the goods under this chapter (ss. In furtherance of the adjustment of any claim or dispute: Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and. Revocation of acceptance in whole or in part. Sellers stoppage of delivery in transit or otherwise. Documents of title may be delivered through customary banking channels. Warranty of title and against infringement; buyers obligation against infringement. Unless otherwise agreed in any case falling within subsection (1)(a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents. The delivery was procured through fraud punishable as larcenous under the criminal law. When goods have been delivered under a transaction of purchase the purchaser has such power even though: The transferor was deceived as to the identity of the purchaser, or, The delivery was in exchange for a check which is later dishonored, or, It was agreed that the transaction was to be a cash sale, or. The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (s. 672.312(3)). The seller may so allocate in any manner which is fair and reasonable. Such a sale is with reserve unless the goods are in explicit terms put up without reserve. 3. Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: A sale on approval if the goods are delivered primarily for use, and. Failure to notify the buyer under subsection (3) or to make a proper contract under subsection (1) is a ground for rejection only if material delay or loss ensues. In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages. A price to be fixed by the seller or by the buyer means a price for her or him to fix in good faith. Sellers damages for nonacceptance or repudiation. 97-102; s. 14, ch. Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyers rights. The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount. Where goods are in the possession of a bailee and are to be delivered without being moved: Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyers right to possession of the goods; but. A purported present sale of future goods or of any interest therein operates as a contract to sell. Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity. A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. Any such specification must be made in good faith and within limits set by commercial reasonableness. Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. The buyer must pay at the contract rate for any goods accepted. 99-137. Form of bill of lading required in overseas shipment; overseas., Letter of credit term; confirmed credit.. to end that by allowing the board to review and cancel a contract. The provisions of this section are subject to contrary agreement of the parties and to the provisions of this chapter on sale on approval (s. 672.327) and on effect of breach on risk of loss (s. 672.510). In the absence of explicit agreement identification occurs: When the contract is made if it is for the sale of goods already existing and identified; If the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers; When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within 12 months after contracting or for the sale of crops to be harvested within 12 months or the next normal harvest season after contracting whichever is longer. 2001-198. s. 1, ch. (1) Each contract for the sale of future health studio services which is paid for in . A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (s. 672.507(2)) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading. Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. 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. In any case not within subsection (1) or (2), the risk of loss passes to the buyer on her or his receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery. 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. The buyer has a right of replevin for goods identified to the contract if after reasonable effort she or he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. The buyer has no further obligations with regard to goods rightfully rejected. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the sellers interest in the bulk be sold to the buyer who then becomes an owner in common.
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