1. Bath and Scents
Formation and terms
The transaction concerns movable candles, so UCC Article 2 governs. A retailer and importer dealing in these goods are merchants. Bath’s signed offer identifies quantity, price, and delivery destination, and Scents sent a definite, timely, signed acceptance. The signed writings satisfy the statute of frauds for goods priced at $500 or more, with a stated quantity of 1,000.
Under section 2-207, an acceptance can form a contract despite additional terms unless expressly conditioned on assent to them. Scents did not make its acceptance conditional. Its notice of water damage and guarantee that the contents were undamaged therefore do not prevent formation. Between merchants, additional terms ordinarily enter unless the offer limits acceptance, the term materially alters the bargain, or timely objection occurs. No express limitation or objection appears.
Bath can argue that accepting damaged cartons materially changes its perfect-tender rights, creating unfair surprise. Scents responds that shipping containers are incidental and that undamaged candles with undamaged retail wrapping are precisely what Bath ordered for resale. The guarantee affirmatively protects the contents, and no specific bargain for pristine external shipping cartons is given. Even if the notice does not become a term, the actual goods and retail packaging satisfy the described order; the court should determine whether outer-carton condition was part of the required tender rather than equate any visible water mark with defective candles.
Performance and rejection
FOB Betaville is a destination term: Scents must bear the expense and risk of bringing the goods to Bath’s specified location and duly tender them there. Scents timely did so at a $400 freight cost. All candles and individual wrappers were undamaged. Merchantability requires fitness for ordinary purposes and adequate packaging, not necessarily perfect cosmetic condition of a container that has done its shipping job. There is no stated defect in the candles or their ordinary resale fitness, nor a special-purpose reliance supporting a different warranty.
Section 2-601 permits rejection of a tender that fails in any respect, subject to contract qualifications and cure rules. It does not permit rejection of conforming goods. Bath promptly notified Scents but did not even inspect the contents. Prompt notice supplies procedure, not a substantive defect. On the stronger reading that outer-carton marks did not violate the bargain, Bath wrongfully rejected and breached by refusing payment. Scents did not breach.
If a court instead found a material packaging nonconformity, Bath’s timely rejection could be justified, subject to Scents’ right to cure within the applicable time or reasonable additional time where section 2-508 permits. The facts do not establish that alternative; they emphasize perfect contents and retail wrappers. Bath cannot simply recover cover damages without first establishing seller breach and its own proper response.
Scents’ damages
Section 2-706 permits contract price less good-faith, commercially reasonable resale price, plus incidental damages and less expenses saved. Scents notified Bath of the intended resale, promptly solicited all customers, and accepted the best $9,000 bid. Those facts support reasonable notice and a commercially reasonable private resale.
The price difference is $1,000. The $500 return freight is a reasonable incidental expense caused by rejection, producing $1,500 on the supplied figures. The original $400 outbound freight was an ordinary cost of Scents’ promised FOB-destination performance, already incurred and not an extra loss caused by breach. Adding it again would overcompensate Scents. Conversely, the FOB-Sunville resale means Scents did not undertake a second destination freight charge; no additional actual resale expense is stated.
Bath cannot recover its $2,000 replacement-price difference from Scents if Bath itself wrongfully rejected. Scents has resold the goods and ordinarily seeks the resale measure, rather than both the full original price and resale proceeds. No facts establish lost-volume damages or another larger measure.
2. Bath and Hot
The parties expressly made a valid written contract. FOB Hatville, Hot’s location, is a shipment term. Hot must place conforming goods with a proper carrier, make a reasonable shipping arrangement, supply necessary documents, and notify the buyer. On proper delivery to TruckCo, risk passes to Bath under sections 2-319 and 2-509, rather than remaining with Hot until Betaville.
Nothing indicates a defective tender, negligent packing, or unreasonable transport arrangement. Lightning melted the candles in transit after risk passed. The carrier’s act-of-God exclusion does not shift the sales-contract risk back to Hot. Nor does commercial impracticability relieve Bath of an allocated risk simply because the loss was extraordinary. The casualty-to-identified-goods rule does not undo a loss occurring after the buyer bears it.
Bath therefore breached by refusing to pay. Under section 2-709, Hot can recover the $12,000 price of conforming goods lost within a commercially reasonable time after risk passed, plus any proved proper incidentals. No additional amount is established. Hot need not supply a second order without payment, and Bath’s breach action should fail. Any carrier remedy depends on the transport agreement and applicable law; the given exclusion provides no stated basis for recovery from TruckCo for lightning.