UCC Gap Fillers A. Implied Warranties a. Warranty of Title Against Infringement i. Describe 1.

Sale of all goods, seller has title and can transfer the goods. No liens or security interests attached. ii. Exclude 1. Specific language or circumstances giving buyer reason to know iii. Limitations 1. Buyer provides specifications to seller and the claim arises out of compliance with the specifications b. Warranty of Merchantability i. Describe 1. Seller of goods is merchant with in that type and fit for the ordinary purpose ii. Exclude 1. Must mention merchantability 2. Conspicuous writing iii. Limitations c. Warranty of Fitness for a Particular Use i. Describe 1. Goods are fit for the purpose buyer intends to use them ii. Exclude 1. Conspicuous writing iii. Limitations 1. seller has to have reason to know the particular purpose and that the buyer is relying on the sellers skill / judgment to select. d. Disclaiming i. Language 1. as is with all faults 2. no warranties a. all but merch ii. examine or failure to examine 1. should have been found iii. course of dealing, course of performance or usage of trade 1. always excluded or modified. B. Express Warranties (no intent req) a. Affirmation of fact or promise i. If it becomes a part of the bargain b. Description of goods i. If it becomes a part of the bargain c. Sample or model i. If it becomes a part of the bargain d. Conflict with limitation or disclaimer i. Warranty rides

UCC Gap Fillers C. Gap Filler terms a. Price i. Reasonable 1. Good faith in price setting and satisfaction ii. Quantum meruit b. Time i. Reasonable ii. Employment at will is default c. Place of delivery i. Sellers place of business D. Output and requirement a. Output i. Buyer agrees to purchase all of the sellers output for a good ii. Reasonable or comparable from prior b. Requirement i. Seller agrees to supply the buyer with all the buyers requirements for good. ii. Reasonable or comparable from prior