14.  The obligations of the seller is to transfer and deliver the goods.  The obligation of the buyer is to accept and pay for the goods in accordance with the contract. 

Unconscionable Contract or Clause 

15.  If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was entered into, the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may limit the application of any unconscionable clause so as to avoid an unconscionable result. 

Price Payable of Money, Goods, or Otherwise 

16.  The contract may permit or require the price to be paid in money or otherwise.  If it is payable in whole or in part in goods, each party is a seller of the goods that he is to transfer. 

Open Price Term 

17.1  If they so intend, the parties can conclude a contract for sale even though the price is not settled.  In such a case the price is a reasonable price at the time for delivery if - 

a.  nothing is said as to price ; or 

b.  the price is left to be agreed by the parties and they fail to agree; or 

c.  the price is to be fixed in relation to some agreed upon standard set or recorded by a third person and such standard is not so set or recorded. 

17.2  A price to be fixed by the seller or by the buyer means a price to be fixed in good faith. 

17.3  When a price left to be fixed otherwise than by agreement of the parties fails because of the fault of one party, the other party may at his option treat the contract as cancelled or himself fix a reasonable price. 

17.4  Where, however, the parties intend not to be bound unless the price be fixed or agreed upon and it is not fixed or agreed upon there is no contract.  In such a case, the buyer must return any goods already received or if unable to do so must pay their reasonable value at the time of delivery, and the seller must return any portion of the price paid for such goods returned by the buyer. 

Delivery in Single Lot or Several Lots 

18.  Unless, otherwise agreed, all goods must be tendered in a single delivery, and payment is due only when all goods are tendered.  Where the circumstances, however, give either party  the right to make or demand delivery in lot, payment may be demanded for each lot. 

Absence of Specified place for delivery 

19.  Unless otherwise agreed- 
a.  the place for delivery  of goods is the seller’s place of business or, if he has more his residence; but 

b.  in a contract for the sale of identified goods which, to the knowledge of the parties at the time of contracting,  are in some other place, that place is the place for delivery. 

Absence of Specific Time Provisions; Notice of Termination 

20.1  The time for shipment or delivery or any other action under a contract if not provided in These Regulations or agreed upon by the parties shall be a reasonable time. 

20.2  Where the contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time.  Unless otherwise agreed, however, such a contract may be terminated at any time by either party. 

20.3  Termination of a contract by one party, except on the happening of an agreed upon event, requires that reasonable notice be received by the other party. 

Open Time for Payment 

21.  Unless otherwise agreed, payment is due at the time and place at which the buyer is to receive the goods, even though the place of shipment is the place of delivery. 

Options and Cooperation Respecting performance 

22.  An agreement for sale which is otherwise sufficiently definite to be a contract is not made invalid by the fact that it leaves certain details of performance to be specified by one of the parties.  Any such specification must be made in good faith and within limits set by commercial reasonableness. 

Warranty of Title 

23.1  Subject to subsection 2. There is in a contract for sale a warranty by the seller that- 

a.  the title conveyed shall be good , and its transfer rightful; and 

b.  the goods shall be delivered free from any lien or encumbrance of which the buyer at the time of contracting has no knowledge. 

23.2  A warranty under subsection 1 will be excluded or modified only by specific language or by circumstances that give the buyer reason to know that the seller is purporting to sell only such right or title as he or a third person may have. 

Express Warranties by Affirmation, Promise, Description, Sample 

24.1  Express warranties by the seller are created as follows- 

a.  any affirmation of fact or promise made by the seller to the buyer that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. 

b.  any description of the goods that is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. 

c.  any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model. 

24.2  It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty. 

Implied Warranty; Merchantability ; Usage of Trade

25.1  Unless excluded or modified, a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to good of that kind. 

25.2  Goods to be merchantable must be at least such as - 

a.  pass without objection in the trade under the contract description; and 

b.  in the case of fungible goods, are of fair average quality within the description; and 

c.  are fit for the ordinary purposes for which such goods are use; and 

d.  are adequately packaged and labelled as the agreement may require. 

25.3  Unless excluded or modified, other implied warranties may arise from course of dealing or usage of trade. 

Cumulation and Conflict of Warranties Express or Implied 

26.  Warranties, whether express or implied, shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable, the intention of the parties shall determine which warranty is dominant.  In ascertaining that intention the following rules apply; 

a.  exact or technical specifications displace an inconsistent sample or model or general language of description. 

b.  a sample from an existing bulk displaces inconsistent general language of description. 

c.  express warranties displace inconsistent implied warranties. 

F O B and F A S Terms 

27.1  Unless otherwise agreed, the term F O B (which means “free on board”) at a named place is a delivery term under which- 

a.  when the term is F O B the place of shipment, the seller must, at his own expense and risk, transport the goods to that place in the manner provided in These Reguations and put them into the possession of the carrier; or 

b.  when the term is F O B the place of destination, the seller must, at his own expense and risk, transport the goods to that place and there tender deliver of them in the manner provided in These Regulations; 

27.2  Unless otherwise agreed the term F A S  vessel (which means “free alongside” ) at a named port is a delivery term under which the seller must- 

a.  at his own expense and risk deliver the goods  alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and 

b.  obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading. 

27.3  Unless otherwise agreed, in any case falling within subsection 1, b, or subsection 2 the buyer must reasonably give any needed instructions for making delivery. 

27.4  Under the term F O B vessel or F A S unless otherwise agreed, the buyer must make payment against tender of the required  documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents. 

C I F and C & F Terms 

28.1  The term C I F means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination.  The term C & F or C F means that the price so includes cost and freight to the named destination. 

28.2  Unless otherwise agreed, the term C I F followed by a destination or its equivalent requires the seller, at his own expense and risk, to- 

a.  put the goods into the possession of a carrier at the port for shipment and obtain negotiable bills of lading covering the entire transportation to the named destination; and 

b.  load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid; and 

c.  obtain a policy or certificate of insurance on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the buyer or for the account of whom it may concern; and 

d.  prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and 

e.  send with commercial promptness all the documents with any endorsement necessary to perfect the buyer’s rights. 

28.3  Unless otherwise agreed, the term C & F or its equivalent imposes upon the seller the same obligations and risks  as a C I F term except the obligation as to insurance. 

28.4  Under the term C I F or C & F., unless otherwise agreed, the buyer must make payment against tender of the required documents.  The seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.

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