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Tables of Contents for Purchasing Manager's Desk Book of Purchasing Law
Chapter/Section Title
Page #
Page Count
PREFACE
xi
A INTRODUCTION
1
32
I Complexities of Society end Law
3
20
THE SECOND MILLENNIUM CHALLENGES
3
1
THE ROLE OF THE PURCHASING MANAGER
4
1
THE COMPLEXITIES OF PURCHASING LAW
5
1
ORIGIN OF LAW IN THE UNITED STATES
6
1
COMMERCIAL LAW IN THE UNITED STATES
7
1
STANDARDIZING STATE LAWS
8
1
GENESIS OF THE UNIFORM COMMERCIAL CODE
9
2
APPLICABILITY OF THE CODE
11
1
MODERN SOURCES OF THE LAW
11
2
JURISDICTION
13
1
COMMERCIAL DOCUMENTS
14
6
CONTINUING COMMERCIAL LAW DEVELOPMENTS
20
3
II The Role of Your Legal Counsel
23
10
INTRODUCTION
23
1
CORPORATE LEGAL SERVICES
24
1
OUTSIDE LEGAL SERVICES
25
1
ALTERNATIVE DISPUTE RESOLUTION
26
1
MEDIATION
27
1
ARBITRATION
28
1
REELING IN LEGAL BILLS
29
1
USE OF A FOREIGN LAWYER
29
1
LIMITING OVERALL LIABILITIES
30
3
B LEGAL ASPECTS OF THE PURCHASING-EMPLOYER RELATIONSHIP
33
148
III Creation of the Agency Relationship with the Employer
35
8
AGENCY DEFINED
36
1
THE PURCHASING AGENT
36
1
THE AGENT'S ROLE IN BUSINESS
37
2
THE APPOINTMENT OF AN AGENT
39
1
THE APPOINTMENT OF A PURCHASING OFFICER
40
1
THE APPOINTMENT OF BUYERS AND OTHER ASSISTANTS
41
1
THE TERMINATION OF THE AGENCY RELATIONSHIP
41
2
IV Authority of the Purchasing Officer
43
26
TYPES OF AUTHORITY IN AGENCY LAW
44
4
SUMMARY OF THE PURCHASING OFFICER'S AUTHORITY
48
1
AUTHORITY OF ASSISTANT PURCHASING OFFICERS AND BUYERS
49
1
APPARENT AUTHORITY IN AGENCY LAW
50
2
APPARENT AUTHORITY AND PURCHASING
52
1
PROBLEMS CREATED BY UNAUTHORIZED PROCUREMENT
53
1
ELIMINATING UNAUTHORIZED PROCUREMENT
54
4
CORRECTING PAST EVILS
58
1
THE OCCASIONAL CURRENT OFFENSE
58
1
DEALING WITH AN AGENT
59
3
DEALING WITH A SUPPLIER
62
5
DEALING WITH A PURCHASING OFFICER
67
2
V Duties of an Agent
69
14
DUTY OF LOYALTY
70
3
DUTY OF OBEDIENCE TO INSTRUCTIONS
73
1
DUTY OF EXERCISE REASONABLE CARE
73
3
DUTY OF ACCOUNTABILITY
76
1
DUTY TO KEEP THE EMPLOYER INFORMED
77
1
DUTY OF CONFIDENTIALITY
78
2
DUTY TO POSSESS THE NECESSARY SKILLS AND TRAINING
80
3
VI Duties and Liabilities of the Principal
83
6
DUTIES OF THE PRINCIPAL
83
2
LIABILITIES OF THE PRINCIPAL
85
4
VII Personal Liabilities of the Agent
89
30
BREACH OF THE AGENCY CONTRACT
89
1
EXECUTION OF CONTRACTS AND PURCHASE ORDERS
90
8
EXPOSURE TO TORT LIABILITIES
98
3
THE PURCHASING OFFICER'S RESPONSIBILITY FOR TORTS
101
2
BUSINESS USE OF AN AUTOMOBILE
103
8
EXPOSURE TO CRIMINAL LIABILITIES
111
1
ENVIRONMENTAL HAZARDS LIABILITY
112
4
SIGNING CHECKS AND NOTES
116
3
VIII Liabilities of a Purchasing Manager Regarding the Staff
119
10
GUIDANCE FROM PERSONNEL AND LAW DEPARTMENTS
119
1
DISCRIMINATION GENERALLY
120
2
AGE DISCRIMINATION AND THE PURCHASING MANAGER
122
4
THE FAMILY AND MEDICAL LEAVE ACT
126
1
PUNITIVE DAMAGES FOR DISCRIMINATION
127
2
IX Antitrust Liabilities of Purchasing Officers
129
24
MAJOR ANTITRUST LEGISLATION
129
1
THE SHERMAN ANTITRUST ACT
130
3
THE PURCHASING OFFICER AND THE SHERMAN ACT
133
7
THE PURCHASING OFFICER AND THE ROBINSON-PATMAN ACT
140
9
ATTENDING ASSOCIATION MEETINGS
149
4
X Purchasing Ethics and the Law
153
28
ETHICS DEFINED
153
1
PURCHASING CODE OF ETHICS
154
1
CERTIFIED PURCHASING MANAGERS
154
4
GIFTS FROM SUPPLIERS
158
6
DELIBERATE VIOLATIONS OF THE LAW
164
1
NEW BUSINESS ETHICS
165
1
PROHIBITING UNCONSCIONABLE CONTRACTS
AND CLAUSES
165
6
REQUIRING GOOD FAITH IN ALL TRANSACTIONS
171
5
EMPHASIZING DECENCY IN TRADE TRANSACTIONS
176
1
CODE OF ETHICS FOR DOING BUSINESS ABROAD
176
1
FOREIGN CORRUPT PRACTICES ACT
177
4
C NEGOTIATING WITH A SUPPLIER
181
124
XI The Legal Arena for the Purchasing Routine: The Uniform Commercial Code
183
10
THE EXPRESS LEGISLATED PURPOSES AND POLICIES OF THE CODE
184
2
LEARNING THE CODE
186
1
GOODS
187
1
MERCHANTS
188
1
COURSE OF DEALING
189
1
USAGE OF TRADE
190
1
THE IMPORTANCE OF GOOD FAITH
191
2
XII Essentials of a Purchase Contract
193
8
"PURCHASE" DEFINED
193
1
ESSENTIALS OF A LEGAL CONTRACT
194
5
AGREEMENT GENERALLY
199
2
XIII Offers in Procurement
201
20
"OFFER" DEFINED
201
1
SOURCES OF OFFERS
201
1
THE LEGAL IMPLICATIONS OF AN OFFER
202
1
ESSENTIALS OF A VALID OFFER
202
5
INVITATIONS TO DO BUSINESS
207
3
COUNTEROFFERS
210
1
DURATION OF AN OFFER
211
9
FIRM OFFERS
220
1
AGREEMENT WITHOUT IDENTIFYING OFFER
220
1
XIV Firm Offers, Bid Bonds, and Options
221
22
SECTION 2-205--PURCHASING'S BUDDY
222
13
SECURING FIRM OFFERS
235
1
OPTION CONTRACTS
236
1
BID BONDS
237
3
THE DOCTRINE OF PROMISSORY ESTOPPEL
240
3
XV Acceptance of an Offer
243
24
DEFINITION OF ACCEPTANCE
243
3
THE SOURCE OF AN ACCEPTANCE
246
1
BUYER'S CONVENTIONAL METHODS OF ACCEPTANCE
247
5
SUPPLIER'S CONVENTIONAL METHODS OF ACCEPTANCE
252
4
FORMATION OF A CONTRACT BY CONDUCT OF BOTH PARTIES
256
2
THE TIME AN ACCEPTANCE BECOMES EFFECTIVE
258
3
CONTROL OF THE MANNER OF ACCEPTANCE
261
2
PROOF OF MAILING AN ACCEPTANCE
263
2
AGREEMENT WITHOUT IDENTIFYING ACCEPTANCE
265
2
XVI The Battle of the Forms: Orders and Acknowledgments
267
24
TRADITIONAL CONTRACT LAW
268
1
APPLYING TRADITIONAL CONTRACT LAW TO A BATTLE OF THE FORMS
269
3
THE UNIFORM COMMERCIAL CODE AND TRADITIONAL CONTRACT LAW
272
1
INTRODUCTION TO SECTION 2-207
272
2
THE TEXT OF SECTION 2-207
274
11
SUMMARY OF SECTION 2-207
285
6
XVII Oral Contracts
291
14
ORIGIN OF THE LAW ON ORAL CONTRACTS
292
1
THE STATUTE OF FRAUDS
292
1
SECTION 2-201
293
9
PRACTICAL EFFECTS
302
1
NEW PROPOSALS
302
1
INTERNATIONAL TRADE AND ORAL CONTRACTS
302
3
D TERMS OF THE CONTRACT
305
88
XVIII Quantity
307
14
EXPRESSING THE QUANTITY TERM
308
1
REQUIREMENTS CONTRACTS
309
10
INSTALLMENT CONTRACTS
319
1
BLANKET ORDERS
320
1
PRICING ARRANGEMENTS
320
1
XIX Quality and Warranties
321
28
WARRANTIES
322
18
STRICT LIABILITY IN TORT FOR DEFECTIVE PRODUCTS
340
2
RESTATEMENT PROPOSAL: REVISION OF XXX402A STRICT LIABILITY
342
7
XX Price and Credit Terms
349
10
PRICE
349
5
CREDIT TERMS
354
5
XXI Delivery Terms and Risk of Loss
359
18
THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE
360
12
METHODS OF ENFORCING DELIVERY TERMS
372
2
SHIPMENT AND DELIVERY TERMS
374
3
XXII Letters of Credit
377
16
THE UTILITY OF THE LETTER OF CREDIT
377
2
TYPES AND USE: WHAT IS A LETTER OF CREDIT?
379
1
WHAT IS FRAUD IN THE TRANSACTION?
380
5
THE LETTER OF CREDIT: WHY IS IT UNIQUE?
385
1
THE OPPOSING VIEWS
386
2
PROPOSED REVISIONS
388
2
CONCLUSION
390
3
E PERFORMANCE OF THE CONTRACT
393
56
XXIII Delivery, Acceptance, and Payment
395
22
PERFORMANCE DEFINED
395
1
THE STEPS IN PERFORMANCE
396
1
THE BUYER'S RESPONSIBILITIES IN PERFORMANCE
397
5
REJECTION OF THE GOODS
402
5
CURE BY THE SELLER OF DEFECTS IN THE GOODS
407
2
REVOCATION OF ACCEPTANCE
409
2
RIGHT TO ADEQUATE ASSURANCE OF PERFORMANCE
411
1
FAILURE OF PRESUPPOSED CONDITIONS
411
1
PAYMENT
412
1
SPECIAL TERMS AND CONDITIONS: SUGGESTED PHRASEOLOGY
413
4
XXIV Buyer's Remedies and Limitations on Remedies
417
12
BUYER'S REMEDIES
418
6
LIMITATIONS ON REMEDIES
424
3
SELLER'S REMEDIES
427
2
XXV Buyer's Special Remedies
429
20
BACKGROUND
430
2
INCIDENTAL AND CONSEQUENTIAL DAMAGES
432
1
THE CASE STUDIES
433
12
PUNITIVE DAMAGES
445
2
LIQUIDATED DAMAGES
447
1
CONCLUSION
448
1
F LEASES
449
16
XXVI Article 2A of the Uniform Commercial Code--Leases
451
10
GENERAL PROVISIONS
451
4
DEFINITION OF A LEASE
455
1
SCOPE OF ARTICLE 2A
456
1
TYPES OF LEASES
456
1
FINANCE LEASE
456
1
SALE AND LEASEBACK TRANSACTIONS
457
4
STATUTE OF FRAUDS
457
1
REMEDIES
458
1
DAMAGES
458
3
XXVII Special Problems
461
4
UNCONSCIONABILITY IN LEASES
461
1
FILING A LEASE
462
1
OTHER RECENT LEASING PROBLEMS
463
2
G COMPUTERS AND ELECTRONIC DATA
465
44
XXVIII Computer Purchases and Controversies
467
30
PURCHASE STRATEGY
467
5
EXPRESS WARRANTIES
472
2
IMPLIED WARRANTIES
474
1
DISCLAIMERS
475
1
LEGISLATIVE REFORM OF COMPUTER LAW
476
1
CATEGORIZING OF PROPOSED LEGISLATION
477
6
PRAGMATIC AND LEGAL EFFECTS OF THE INFORMATION SUPERHIGHWAY
483
9
PURCHASING DECISIONS BY COMPUTER
492
1
GENERAL CONCLUSION
493
1
PURCHASING VIA THE INTERNET
493
4
XXIX Electronic Data Interchange
497
12
COMMUNICATING THROUGH ELECTRONIC DATA
497
2
APPLICABLE PROVISIONS OF THE UNIFORM COMMERCIAL CODE
499
3
FEDERAL RULES OF EVIDENCE
502
1
THE STRATEGY EMPLOYED BY THE TASK FORCE COMMITTEE
503
3
THE MODEL AGREEMENT
506
1
USE OF THE MODEL AGREEMENT AND COMMENTARY
506
1
ABSENCE OF AN EDI AGREEMENT
507
2
H CHANGING THEORIES OF AGREEMENT
509
14
XXX Past, Present, and Future Contract Law
511
12
THE CLASSICAL MODEL
511
1
THE NEOCLASSICAL MODEL
512
1
THE U.C.C. OR FUNCTIONAL MODEL
513
1
THE RELATIONAL MODEL
514
3
THE LAW MADE MODEL
517
3
THE OBLIGATION MODEL
520
3
I SPECIAL PURCHASING SITUATIONS
523
108
XXXI Purchasing from Foreign Vendors
525
14
INHERENT PROBLEMS
526
1
DELIVERY CONSIDERATIONS
527
1
DETERMINATION OF FINAL COST
528
1
PAYMENT OPTIONS
529
4
BUYER'S PROTECTIVE DEVICES
533
1
SUPPLIER SELECTION
534
1
APPLICABLE LAW AND JURISDICTION
534
1
BONDS AND ESCROWS
535
1
LETTER OF CREDIT
536
1
RETAINAGE
536
1
POSSIBLE SUPPLIER EXCUSES
536
1
OTHER AMERICAN REGULATIONS
537
2
XXXII The Convention on the International Sale of Goods
539
70
GENESIS OF THE CONVENTION
539
2
AN UNUSUAL SOURCE OF LAW
541
1
WHAT IS THE C.I.S.G.?
542
1
SPHERE OF APPLICATION
542
3
GENERAL PROVISIONS
545
6
FORMATION OF THE CONTRACT
551
13
SALE OF GOODS
564
5
OBLIGATIONS OF THE SELLER
569
12
REMEDIES FOR BREACH OF CONTRACT BY THE SELLER
581
10
OBLIGATIONS OF THE BUYER
591
4
REMEDIES FOR BREACH OF CONTRACT BY THE BUYER
595
2
PASSING OF RISK OF LOSS
597
1
ANTICIPATORY BREACH AND INSTALLMENT CONTRACTS
598
1
DAMAGES AND INTEREST
599
2
EXCUSE
601
1
EFFECTS OF AVOIDANCE
602
1
PRESERVATION OF THE GOODS
603
1
SOME GENERAL OBSERVATIONS
603
1
MAJOR DIFFERENCES BETWEEN THE CONVENTION AND THE UNIFORM COMMERCIAL CODE
604
5
XXXIII Cultural-Legal Problems in Foreign Purchasing
609
16
NEGOTIATING AND CONTRACTING IN THE PEOPLE'S REPUBLIC OF CHINA
609
8
A DETAILED APPROACH TO ROLES AND CONTRACTING WITH THE CHINESE
617
7
RECENT DEVELOPMENTS
624
1
XXXIV Purchasing for Government Agencies
625
6
THE PROCUREMENT AGENT
626
1
SELECTION
627
1
FORMATION OF THE CONTRACT
628
1
QUALITY CONTROL
628
1
MODIFICATION OF A CONTRACT
629
1
SUMMARY
629
2
INDEX
631