Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
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 …
AS 45.02.502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
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(a) Subject to (b) and (c) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of AS 45.02.501 may, on making and keeping good a tender of an unpai…
AS 45.02.503 Manner of seller's tender of delivery.
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(a) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time, and place for tender are determined by the agreement and this …
AS 45.02.504 Shipment by seller.
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(a) If the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then, unless otherwise agreed, the seller must (1) put the goods in the possession of such a carrier and make such …
AS 45.02.505 Seller's shipment under reservation.
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(a) If the seller has identified goods to the contract by or before shipment, (1) the seller's procurement of a negotiable bill of lading to the seller's order or otherwise reserves in the seller a security interest in the goods; the seller's procurement of the bill to the order …
AS 45.02.506 Rights of financing agency.
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(a) A financing agency by paying or purchasing for value a draft that relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and a document of title securing it any rights of the shipper in the goods incl…
AS 45.02.507 Effect of seller's tender; delivery on condition.
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(a) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to the buyer's duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. (b) If payment is due and demanded on t…
AS 45.02.508 Cure by seller of improper tender or delivery; replacement.
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(a) If a tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the intent of the seller to cure and may then, within the contract time, make a conforming delivery. (b) If …
AS 45.02.509 Risk of loss in the absence of breach.
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(a) Where the contract requires or authorizes the seller to ship the goods by carrier, (1) if it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment…
AS 45.02.510 Effect of breach on risk of loss.
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(a) If a tender or delivery of goods so fails to conform to the contract as to give a right of rejection, the risk of their loss remains on the seller until cure or acceptance. (b) If the buyer rightfully revokes acceptance, the buyer may, to the extent of a deficiency in the buy…
AS 45.02.511 Tender of payment by buyer; payment by check.
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(a) Unless otherwise agreed, tender of payment is a condition to the seller's duty to tender and complete a delivery. (b) Tender of payment is sufficient when made by a means or in a manner current in the ordinary course of business unless the seller demands payment in legal tend…
AS 45.02.512 Payment by buyer before inspection.
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(a) If the contract requires payment before inspection, nonconformity of the goods does not excuse the buyer from so making payment unless (1) the nonconformity appears without inspection; or (2) despite tender of the required documents, the circumstances would justify injunction…
AS 45.02.513 Buyer's right to inspection of goods.
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(a) Unless otherwise agreed and subject to (c) of this section, if goods are tendered, delivered or identified to the contract for sale, the buyer may before payment or acceptance inspect them at a reasonable place and time and in a reasonable manner. If the seller is required or…
AS 45.02.514 When documents deliverable on acceptance; when on payment.
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Unless otherwise agreed, documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
AS 45.02.515 Preserving evidence of goods in dispute.
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Article 6. Breach, Repudiation, and Excuse. In furtherance of the adjustment of a claim or dispute, (1) either party, on reasonable notification to the other and to ascertain the facts and preserve evidence, may inspect, test, and sample the goods, including the goods in the poss…
AS 45.02.601 Buyer's rights on improper delivery.
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Subject to the provisions on breach in installment contracts (AS 45.02.612) and unless otherwise agreed under the sections on contractual limitations of remedy (AS 45.02.718 and 45.02.719), if the goods or the tender of delivery fail in any respect to conform to the contract, the…
AS 45.02.602 Manner and effect of rightful rejection.
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(a) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (b) Subject to the provisions of AS 45.02.603 and 45.02.604 on rejected goods, (1) after rejection, an exercise of ownership …
AS 45.02.603 Merchant buyer's duties as to rightfully rejected goods.
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(a) Subject to a security interest in the buyer (AS 45.02.711(c)), if the seller has no agent or place of business at the market of rejection, a merchant buyer is under a duty after rejection of goods in the buyer's possession or control to follow reasonable instructions received…
AS 45.02.604 Buyer's options as to salvage of rightfully rejected goods.
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Subject to the provisions of AS 45.02.603 on perishables, if the seller gives no instructions within a reasonable time after notification of rejection, the buyer may store the rejected goods for the seller's account or reship them to the seller or resell them for the seller's acc…
AS 45.02.605 Waiver of buyer's objections by failure to particularize.
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(a) The buyer's failure to state in connection with rejection a particular defect that is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach (1) if the seller could have cured it if stated sea…
AS 45.02.606 What constitutes acceptance of goods.
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(a) Acceptance of goods occurs when the buyer, (1) after a reasonable opportunity to inspect the goods, signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; (2) fails to make an effective rejection (AS 4…
AS 45.02.607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
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(a) The buyer must pay at the contract rate for any goods accepted. (b) Acceptance of goods by the buyer precludes rejection of the goods accepted and, if made with knowledge of a nonconformity, cannot be revoked because of it unless the acceptance was on the reasonable assumptio…
AS 45.02.608 Revocation of acceptance in whole or in part.
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(a) The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it (1) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (2) withou…
AS 45.02.609 Right to adequate assurance of performance.
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(a) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. If reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assuran…
AS 45.02.610 Anticipatory repudiation.
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When either party repudiates the contract with respect to a performance not yet due, the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (1) for a commercially reasonable time await performance by the repudiating party; or (…