Subject to the provisions of the next section on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance. The provisions of this section are subject to contrary agreement of the parties and to the provisions of this chapter on sale on approval (s. 672.327) and on effect of breach on risk of loss (s. 672.510). vessel (which means free alongside) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must: At her or 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. 67-574; s. 567, ch. Right to adequate assurance of performance. 97-102; s. 6, ch. 672.502 and 672.716). Where the seller justifiably withholds delivery of goods because of the buyers breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds: The amount to which the seller is entitled by virtue of terms liquidating the sellers damages in accordance with subsection (1), or. Goods must be both existing and identified before any interest in them can pass. Where goods are in the possession of a bailee and are to be delivered without being moved: Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyers right to possession of the goods; but. Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him or her, the seller may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time. The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular. If it is payable in whole or in part in goods each party is a seller of the goods which he or she is to transfer. Options and cooperation respecting performance. The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to her or his rights against the assignor demand assurances from the assignee (s. 672.609). s. 1, ch. When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price: Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and. Merchant buyers duties as to rightfully rejected goods. Buyers damages for breach in regard to accepted goods. The 3-day contract law Florida follows allows for 72 hours to cancel a contract under most circumstances. 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. The buyer must send a completed cancellation form to the seller at the address on the form within three days to be entitled to a refund. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. Where the resale is at private sale the seller must give the buyer reasonable notification of her or his intention to resell. Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.