The Uniform Commercial Code (UCC) has been adopted in whole or in part by the legislatures of all 50 states. In most instances, the UCC treats all buyers and sellers alike. In some cases, it treats merchants differently than it does the occasional or casual buyer or seller. The UCC recognizes that the merchant is experienced and has a special knowledge of the relevant commercial practices.
Contract law as to offers is applicable to a sales contract, with the following exception. A firm offer by a merchant cannot be revoked if the offer:
" expresses an intention that it will not be revoked,
" is in a writing, and
" is signed by the merchant.
New York Firm Offer for Sales Agreement by Merchant is a legally binding contract that outlines the terms and conditions of a sales agreement between a merchant and a buyer. This agreement offers a guarantee by the merchant that the stated terms and conditions will remain unchanged for a specific period. In New York, there are two primary types of Firm Offers for Sales Agreement by Merchant: 1. Uniform Commercial Code (UCC) 2-205 Firm Offer: This type of firm offer is governed by the UCC, a set of laws that regulate commercial transactions in the United States. The UCC 2-205 Firm Offer allows a merchant to make a binding promise to keep an offer open for a specified period, usually not exceeding three months. During this period, the merchant cannot revoke or change the terms of the offer, provided that there is supporting consideration (e.g., adequate payment or compensation) from the buyer. 2. Common Law Firm Offer: Under common law, a merchant can also make a firm offer by demonstrating a clear intention to be bound by the terms of the offer without requiring additional consideration. This type of firm offer often includes a written agreement that explicitly states the offer is irrevocable for a specific duration. However, unlike UCC 2-205 Firm Offer, a common law firm offer might require more precise language and a higher level of assurance to be enforceable in court. The New York Firm Offer for Sales Agreement by Merchant typically includes the following key elements: 1. Identifying information: — Names and contact details of the merchant and the buyer — Date of the agreement 2. Product or service details: — Description of the goods or services being sold — Quantity, quality, specifications, and any necessary technical information 3. Price and payment terms: — Stated purchase price and any applicable taxes or fees — Accepted payment methods and any specific terms or deadlines 4. Delivery terms and shipping arrangements: — Method, timeframe, and location for delivery — Responsibilities of both the merchant and the buyer regarding shipping costs and insurance 5. Acceptance and inspection: — Procedures for the buyer to inspect and accept the goods or services — Provision for rejecting defective or non-compliant items 6. Warranties and disclaimers: — Any warranties provided by the merchant, including duration and limitations — Any disclaimers or limitations of liability for the merchant 7. Dispute resolution: — Procedure for resolving disputes, including jurisdiction and choice of law — Options for mediation, arbitration, or litigation if disagreements arise It is crucial for both the merchant and the buyer to thoroughly review the New York Firm Offer for Sales Agreement before signing. Seeking legal advice is always recommended ensuring compliance with applicable laws and to protect the rights and interests of both parties involved.
