Title 47 — Uniform Commercial Code

This chapter shall be known and may be cited as the uniform commercial code - - sales.

Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which 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…

A. In this chapter, unless the context otherwise requires: 1. "Buyer" means a person who buys or contracts to buy goods. 2. "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. 3. "Receipt…

A. "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an ag…

A. "Goods" means all things (including specially manufactured goods) which 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 (chapter 8 of this title) and things in action. "Goods" also …

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 i…

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 seller but until severance a purported present sale thereo…

A. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the pa…

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any…

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.

A. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. B. An agreement sufficient to constitute a contract for sale may be found even though the moment of its mak…

An offer by a merchant to buy or sell goods in a signed writing which 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 such period of irrev…

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 sh…

A. A definite and seasonable expression of acceptance or a written confirmation which 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…

A. An agreement modifying a contract within this chapter needs no consideration to be binding. B. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement …

A. A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any …

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

A. If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so li…

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.

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 which he 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 the seller'…

A. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: 1. Nothing is said as to price; or 2. The price is left to be agreed by the parties and they fail to…

A. A term which 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 any stated estimate or in the absence of a stated estim…

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 such 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 be de…

Unless otherwise agreed: 1. The place for delivery of goods is the seller's place of business or if he has none his residence; but 2. In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is…

A. The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be a reasonable time. B. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unle…

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; and 2. If the seller is authorized to send the goods he may ship them under reservation, and may tender the docu…

A. An agreement for sale which is otherwise sufficiently definite (subsection C of section 47-2204) 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. Any such specification must be made in good faith …

A. Subject to subsection B 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 any security interest or other lien or encumbrance of which the buyer at the tim…

A. Express warranties by the seller are created as follows: 1. Any affirmation of fact or promise made by the seller to the buyer which 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…

A. Unless excluded or modified (section 47-2316), 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 service for value of food or drink to be consumed eithe…

Where the seller at the time of contracting has reason to know any 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 section 47-2316 a…

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 wherever reasonable as consistent with each other; but subject to the provisions of this chapter on parol or extrinsic evidence (section…

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. In ascertaining that intention the following rules apply: 1.…

A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by br…

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 in …

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 th…

Under a contract containing a term C.I.F. or C. & F.: 1. Where 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…

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 which has reached a place at the named port of destination where goods of th…

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., re…

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 he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the …

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 notifi…

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 resal…

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; and 2. Use of the goods consistent with the purpose of trial is not acceptance but failure seasonabl…

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 acceptance …

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 such title. Insofar as situations are not covered by the …

A. Except as provided in subsections B and C of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this chapter (sections 47-2502 and 47-271…

A. A purchaser of goods acquires all title which his 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 good title to a good faith…

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 non-conforming and he has an option to return or reject them. Such identification can be ma…

A. Subject to subsections 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 he has a special property under the provisions of section 47-2501 may on making and keeping good a tender of any unp…

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 him to take delivery. The manner, time and place for tender are determined by the agreement and this chapter,…