Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.02.101 Short title.
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This chapter shall be known and may be cited as Uniform Commercial Code — Sales.
AS 45.02.102 Scope; certain security and other transactions excluded.
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Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to a transaction that, although in the form of an unconditional contract to sell or present sale, is intended to operate only as a security transaction, nor does this chapter i…
AS 45.02.103 Definitions and index of definitions.
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(a) In this chapter, unless the context otherwise requires, (1) “buyer” means a person who buys or contracts to buy goods; (2) [Repealed, § 113 ch 44 SLA 2009.] (3) “receipt” of goods means taking physical possession of them; (4) “seller” means a person who sells or contracts to …
AS 45.02.104 Definitions: “merchant”; “between merchants”; “financing agency.”
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(a) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds oneself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom this knowledge or skill may be attributed by the person's employment of…
AS 45.02.105 Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”
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(a) “Goods” means all things, including specially manufactured goods, that are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (AS 45.08), and things in action. “Goods” also includes the u…
AS 45.02.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”
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(a) In this chapter, unless the context otherwise requires, “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists …
AS 45.02.107 Goods to be severed from realty; recording.
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Article 2. Form, Formation, and Readjustment of Contract. (a) A contract for the sale of minerals or the like, including oil and gas, or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the…
AS 45.02.201 Formal requirements; statute of frauds.
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(a) Except as otherwise provided in this section a contract for the sale of goods, including the sale or transfer of a boat or vessel, for the price of $500 or more is not enforceable by action or defense unless there is a writing sufficient to indicate that a contract for sale h…
AS 45.02.202 Final written expression; parol or extrinsic evidence.
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Terms with respect to which the confirmatory memoranda of the parties agree, or that are otherwise set out in a writing intended by the parties as a final expression of their agreement with respect to the terms included in the writing, may not be contradicted by evidence of a pri…
AS 45.02.203 Seals inoperative.
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The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not make the writing a sealed instrument and the law with respect to sealed instruments does not apply to the contract or offer.
AS 45.02.204 Formation in general.
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(a) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of the contract. (b) An agreement sufficient to be a contract for sale may be found even though the moment of its making is und…
AS 45.02.205 Firm offers.
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An offer by a merchant to buy or sell goods in a signed writing that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may the period or irrevoc…
AS 45.02.206 Offer and acceptance in formation of contract.
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(a) Unless otherwise unambiguously indicated by the language or circumstances (1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (2) an order or other offer to buy goods for prompt or current …
AS 45.02.207 Additional terms in acceptance or confirmation.
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(a) A definite and seasonable expression of acceptance or a written confirmation that is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made condition…
AS 45.02.208 Course of performance or practical construction. [Repealed, § 113 ch 44 SLA 2009.]
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[Repealed or reserved.]
AS 45.02.209 Modification, rescission, and waiver.
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(a) An agreement modifying a contract within this chapter needs no consideration to be binding. (b) A signed agreement that excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement…
AS 45.02.210 Delegation of performance; assignment of rights.
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Article 3. General Obligation and Construction of Contract. (a) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contrac…
AS 45.02.301 General obligations of parties.
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The obligation of the seller is to transfer and deliver, and that of the buyer to accept and pay, in accordance with the contract.
AS 45.02.302 Unconscionable contract or clause.
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(a) If the court as a matter of law finds the contract or a clause of the contract was unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable clause, or so limit the application of an …
AS 45.02.303 Allocation or division of risks.
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Where this chapter allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
AS 45.02.304 Price payable in money, goods, realty, or otherwise.
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(a) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods, each party is a seller of the goods that the party is to transfer. (b) Even though all or part of the price is payable in an interest in realty, the transfer of the goods and t…
AS 45.02.305 Open price term.
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(a) The parties if they so intend can conclude a contract for sale even though the price is not settled. In this case the price is a reasonable price at the time for delivery if (1) nothing is said as to price; (2) the price is left to be agreed by the parties and they fail to ag…
AS 45.02.306 Output, requirements, and exclusive dealings.
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(a) A term that measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to a stated estimate or, in the absence of a stated estima…
AS 45.02.307 Delivery in single lot or several lots.
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Unless otherwise agreed, all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on this tender, but, where the circumstances give either party the right to make or demand delivery in lots, the price if it can be apportioned may b…
AS 45.02.308 Absence of specified place for delivery.
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Unless otherwise agreed (1) the place for delivery of goods is the seller's place of business or if the seller has none the seller's residence; but (2) in a contract for sale of identified goods that to the knowledge of the parties at the time of contracting are in some other pla…
AS 45.02.309 Absence of specific time provisions; notice of termination.
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(a) The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon is a reasonable time. (b) If the contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time, but, unless o…
AS 45.02.310 Open time for payment or running of credit; authority to ship under reservation.
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Unless otherwise agreed, (1) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; (2) if the seller is authorized to send the goods, the seller may ship them under reservation and may tender th…
AS 45.02.311 Options and cooperation respecting performance.
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(a) An agreement for sale that is otherwise sufficiently definite (AS 45.02.204(c)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. The specification must be made in good faith and within limits set…
AS 45.02.312 Warranty of title and against infringement; buyer's obligation against infringement.
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(a) Subject to (b) of this section there is in a contract for sale a warranty by the seller that (1) the title conveyed shall be good, and its transfer rightful; and (2) the goods shall be delivered free from a security interest or other lien or encumbrance of which the buyer at …
AS 45.02.313 Express warranties by affirmation, promise, description, sample.
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(a) Express warranties by the seller are created as follows: (1) an affirmation of fact or promise made by the seller to the buyer that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or…
AS 45.02.314 Implied warranty: Merchantability; usage of trade.
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(a) Unless excluded or modified (AS 45.02.316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either …
AS 45.02.315 Implied warranty: Fitness for particular purpose.
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If the seller at the time of contracting has reason to know a particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is, unless excluded or modified under AS 45.02.316, an impl…
AS 45.02.316 Exclusion or modification of warranties.
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(a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed where reasonable as consistent with each other; but, subject to the provisions on parol or extrinsic evidence (AS 45.02.202), negation …
AS 45.02.317 Cumulation and conflict of warranties express or implied.
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Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if that construction is unreasonable the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply: (1) exa…
AS 45.02.318 Third-party beneficiaries of warranties express or implied.
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A seller's warranty whether express or implied extends to a natural person who is in the family or household of the buyer or who is a guest in the buyer's home if it is reasonable to expect that the person may use, consume, or be affected by the goods and who is injured in person…
AS 45.02.319 F.O.B. and F.A.S. terms.
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(a) Unless otherwise agreed, the term F.O.B., which means “free on board”, at a named place, even though used only in connection with the stated price, is a delivery term under which, (1) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods …
AS 45.02.320 C.I.F. and C. & F. terms.
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(a) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination. (b) Unless otherwise agreed and even …
AS 45.02.321 C.I.F. or C. & F.: “Net landed weights”; “payment on arrival”; warranty of conditions on arrival.
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Under a contract containing a term C.I.F. or C. & F., (1) if the price is based on or is to be adjusted according to “net landed weights,” “delivered weights,” “out turn” quantity or quality, or the like, unless otherwise agreed, the seller must reasonably estimate the price; the…
AS 45.02.322 Delivery “ex-ship.”
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(a) Unless otherwise agreed, a term for delivery of goods “ex-ship”, which means from the carrying vessel, or in equivalent language is not restricted to a particular ship and requires delivery from a ship that has reached a place at the named port of destination where goods of t…
AS 45.02.323 Form of bill of lading required in overseas shipment; “overseas.”
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(a) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller, unless otherwise agreed, must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. &. F.…
AS 45.02.324 “No arrival, no sale” term.
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Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed, (1) the seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival, but the seller assumes no obligation that the goods will arrive unless …
AS 45.02.325 “Letter of credit” term; “confirmed credit.”
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(a) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (b) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable noti…
AS 45.02.326 Sale on approval and sale or return; rights of creditors.
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(a) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (1) a “sale on approval” if the goods are delivered primarily for use; and (2) a “sale or return” if the goods are delivered primarily for res…
AS 45.02.327 Special incidents of sale on approval and sale or return.
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(a) Under a sale on approval, unless otherwise agreed, (1) although the goods are identified to the contract, the risk of loss and the title do not pass to the buyer until acceptance; (2) use of the goods consistent with the purpose of trial is not acceptance, but failure seasona…
AS 45.02.328 Sale by auction.
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(a) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (b) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptanc…
AS 45.02.350 Sale by door-to-door solicitation.
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Article 4. Title, Creditors, and Good Faith Purchasers. (a) A contract for the purchase of goods or services in the amount of $10 or more from a person soliciting a door-to-door sale shall require, as a condition of taking effect, that the purchaser may revoke the offer to buy wi…
AS 45.02.401 Passing of title; reservation for security; limited application of this section.
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Each provision of this chapter with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers, or other third parties applies irrespective of title to the goods except where the provision refers to the title. Insofar as situations are not covered by the…
AS 45.02.402 Rights of seller's creditors against sold goods.
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(a) Except as provided in (b) and (c) of this section, rights of unsecured creditors of the seller with respect to goods that have been identified to a contract for sale are subject to the buyer's rights to recover the goods under AS 45.02.502 and 45.02.716. (b) A creditor of the…
AS 45.02.403 Power to transfer; good faith purchase of goods; “entrusting.”
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Article 5. Performance. (a) A purchaser of goods acquires all title that the transferor had or had power to transfer, except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a g…
AS 45.02.501 Insurable interest in goods; manner of identification of goods.
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(a) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and the buyer has an option to return or reject them. Identification can be …