(i)  “Agreement” means the bargain of the parties as determined from their language or actions, or from other circumstances, including course of dealing, usage of trade, or course of performance.  In order for an Agreement to be formed, there must be an offer and an acceptance. 

(ii) “Bill of Lading” means a document evidencing the receipt of goods for transport (whether by ship, land, or air) issued by a person engaged in the  business of transporting goods. 

(iii)“Buyer” means a person who buys or contracts to buy goods. 

(iv) “Cause of Action” means a situation or state of facts which would entitle a party to sustain a legal action and would give the party the right to seek a judicial remedy. 

(v)  “Conforming” means in accordance with a party’s obligations under the contract. 

(vi)  “Consideration” means a right, interest, profit or benefit accruing to one party, or some forbearance, detriment, loss, or responsibility given, undertaken, or suffered by another party as part of a bargained for exchange. 

(vii) “Contract” means the total legal obligation that results from the parties’ agreement as affected by These Regulations are any other applicable rules of law. 

(viii) “Course of Dealing" Course of Performance, Usage of Trade” 

a)  A “course of dealing” is a sequence of previous conduct between the parties to a particular transaction which is  fairly regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. 

b)  A “course of performance” with respect to a contract for sale that involves repeated occasions for performance by either party, means any pattern of action or inaction that is acquiesced in without objection by the other party and may fairly be regarded as relevant to determining the meaning of the contract. 

c)  A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. 

d)  A “course of dealing or course of performance between parties and any “usage of trade” in the vocation or trade in which they are engaged give particular meaning to an supplement or qualify terms of an agreement. 

e)  The express terms of an agreement and any applicable “course of performance”, “course of dealing”, or “usage of trade” shall be construed wherever reasonable as consistent with each other.  When such construction is not reasonable, these interpretive tools are to be deemed controlling in the following order of priority : (1) express terms, (2) course of performance, (3) course of dealing 
(4) usage of trade 

(ix) “Document of Title” means any document that in the regular course of business is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers. 

(x) “Force Majeure” means a material occurrence  that causes the performance of all or part of a contract to be impracticable due to causes that (I) are outside the control of the parties (2) were not specifically contemplated by the parties at the time of contracting and (3) could not have been avoided by precaution that a reasonable person under like circumstances would have taken. 

(xi) “Good Faith” means honesty in fact and the observance of reasonable standards of fair dealing.  In the case of a merchant, it also requires reasonable standards of fair dealing in the trade. 

(xii)“Goods” means all things (including specially manufactured goods) that are movable at the time of identification to the contract for sale “Goods” includes animals and their unborn young. “Goods” also includes minerals, oil and gas, growing crops, and other things to be severed from real property, but does not include the real property itself.  Goods must be both existing and identified before any interest in them can pass.  Goods that are not both existing and identified are “future goods”. 

(xiii) “Identification”of goods means the designation of existing goods as the goods to which the contract refers. 

(xiv) “Insolvent”means a person who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due. 

(xv) “Lien” means a claim or charge on property for payment of some debt. Obligation, or duty

(xvi) “Liquidated Damages” means a specific sum of money that the parties to a contract have expressly indicated to be the amount of damages to be recovered for a breach of the contract. 
(xvii)  “Person” means an individual , a business entity, a governmental entity, or other form of organisation. 

(xviii) “Sale”means the passing of title from the seller to the buyer for a price. 

(xix) “Seller”means a person who sells or contracts to sell goods. 

(xx) “Ship or shipment” when used with respect to goods, to “ship” means to transport the goods, whether by sea, land or air.  The place of “shipment” is the place from which the goods are to be transported. 

(xxi)“Tender”means to be ready and willing to perform one’s obligations under a contract in the case of concurrent performance by another party, with present ability to so perform, and notice to the other party of such readiness. 

(xxii) “Termination and Cancellation” 

a)  “Termination” occurs when either party, pursuant to a power created by agreement or law, puts an  end to the contract otherwise than for its breach.  On "termination” all obligations not yet performed by either side are discharged, provided however that any right based on a prior breach or performance survives. 

b)  “Cancellation” occurs when either party puts an end to the contract as a result of a breach by  the other party.  Cancellation has the same effect as termination except that the cancelling  party also retains any remedy for breach of the whole contract of any unperformed balance. 

(xxiii) “Commercial  Unit” means unit of goods that in commercial usage is a single whole for purposes of sale.  A commercial unit may be a single article (as a machine) or a set of a quantity ( as a suite of furniture or an assortment of sizes) or a quantity ( as a bale, gross, or carload) or any other unit, division of which would materially impair its character or value on the market or in use. 

(xxiv) “Warranty” means a promise that certain facts are as they are represented to be and that they will remain so, subject to any specified limitations. 

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