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[Toshi's Dolls] Toshi Owns a Specialty Doll Store and Purchases

Question 39

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[Toshi's Dolls] Toshi owns a specialty doll store and purchases dolls regularly from Yolanda, a doll distributor. For the past few years, Toshi and Yolanda have signed yearly contracts that set forth the terms of the agreement. Although delivery terms are set forth in the agreement, if the delivery comes a day or two late or if Yolanda substitutes doll purses for shoes, Toshi does not complain, as she knows the next shipment will have more shoes than purses. Yolanda has added a new line of designer dolls, and Yolanda asks Toshi to sign a separate agreement with regard to the new doll line which includes a clause that accessories must conform to the order only as to quantity. Toshi's first order of the new line includes a large shipment of dolls and doll purses, but no doll shoes. The first delivery of the new doll line is scheduled to arrive on December 1, however, it arrives on December 2 and includes very few doll shoes and instead includes many doll purses. Yolanda refuses to accept the late shipment and calls Toshi to complain and also tells her that some of the dolls have ugly faces and she is worried they will not sell. Yolanda says that Toshi's been in the doll industry for years and should know that some dolls have flaws on their faces and she has to accept the dolls faces as they are.
-What is the difference between the terms course of dealing and course of performance?


A) Course of dealing references previous commercial dealings within the particular industry, while course of performance refers to the history of dealings between the parties in the particular contract at issue.
B) Course of dealing is an exception to the perfect tender rule, while course of performance is not an exception to the perfect tender rule.
C) Course of dealing and course of performance are treated the same with regard to conforming and nonconforming goods.
D) Course of performance references previous commercial transactions between the parties, while course of dealing refers to the history of dealings between the parties in the particular contract at issue.
E) Course of dealing references previous commercial transactions between the parties, while course of performance refers to the history of dealings between the parties in the particular contract at issue.

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