Title 47 — Uniform Commercial Code

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 lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.

A. A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract. B. An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermin…

An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance 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 …

A. Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. B. If the beginning of a requested performance is a reasonable…

A. An agreement modifying a lease contract needs no consideration to be binding. B. A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a f…

A. The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's…

A. Express warranties by the lessor are created as follows: 1. Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or…

A. There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its …

A. Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind. B. Goods to be merchantable must be at least such as: 1. Pass without objection in the trade under the descr…

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the leas…

A. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other, but, subject to the provisions of section 47-2A202 on parol or extrinsic evidence, n…

Warranties, whether express or implied, must 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. Ex…

A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume or be …

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs: 1. When the lease contract is made if the lease contract is for a lease of…

A. A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. B. If a lessee has an insurable interest only by reason of the lessor's identificatio…

A. Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee. B. Subject to the provisions of this chapter on the effect of default on risk of loss (section 47-2…

A. Where risk of loss is to pass to the lessee and the time of passage is not stated: 1. If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease,…

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreem…

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 …

Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.

Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee or a third party has possession of the goods, notwithstanding any statute or rule of law that posses…

A. As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to chapter 9 of this title, secured transactions, by reason of section 47-9109, subsection A, paragraph 3. B. Except as provided in subsection C of this section and…