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failure of condition
- failure to perform a condition is a breach;
- K is still in effect, meaning remedies are available for the breach
breach of contract
occurs when one party to a contract fails to perform pursuatn to the terms of the K
- is one so substantial that it defeats the prupose of the parties in making the K or
- is so significant as to destroy the value of the K.
- P is justified in treating hte entire transaction as ended and may sue for damages.
P has a cuase of action for damages cuased by the breach, but the K remains in effect.
breach by tendering non conforming goods
- UCC, a delievery of non conforming goods is a breach unless goods are accompanied by a notification that the goods are being offered as an accomodation, in which case the tender is a counter offer.
- If non conforming goods are delivered as part of an installment K, the buyer may reject the shipment, but the rest of the K (additional installments) remains in effect. However, if the non conformity substantially impairs the value fo teh whole K, then the whole K is breached.
under the UCC, if non conforming goods are tendered and rejected, the seller may notify the buyer that he intends to rectify the problem as long as the time for performance has not passed.