Title 4, Uniform Commercial Code
0 chapters · 527 sections in this title.
Colo. Rev. Stat. § 4-1-101 Short titles
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(a) This title shall be known and may be cited as the Uniform Commercial Code. (b) This article shall be known and may be cited as the Uniform Commercial Code - General Provisions. Source: L. 2006: Entire article R&RE, p. 457, � 1, effective September 1. Editor's note: This secti…
Colo. Rev. Stat. § 4-1-102 Scope of article
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This article applies to a transaction to the extent that it is governed by any other article of this title. Source: L. 2006: Entire article R&RE, p. 457, � 1, effective September 1. 4-1-103. Construction of act to promote its purposes and policies - applicability of supplemental …
Colo. Rev. Stat. § 4-1-103 Construction of act to promote its purposes and policies - applicability of supplemental principles of law
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(a) This title shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) To simplify, clarify, and modernize the law governing commercial transactions; (2) To permit the continued expansion of commercial practices through custom, usa…
Colo. Rev. Stat. § 4-1-104 Construction against implied repeal
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This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. Source: L. 2006: Entire article R&RE, p. 458, � 1, effective Septe…
Colo. Rev. Stat. § 4-1-105 Severability
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If any provision or clause of this title or application thereof to any person or circumstances is held invalid, such invalidity does not affect other provisions or applications of this title that can be given effect without the invalid provision or application, and to this end th…
Colo. Rev. Stat. § 4-1-106 Use of singular and plural - gender
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In this title, unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and those in the plural include the singular; and (2) Words of any gender also refer to any other gender. Source: L. 2006: Entire article R&RE, p. 458, � 1, effect…
Colo. Rev. Stat. § 4-1-107 Captions
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Section captions are part of this title. Source: L. 2006: Entire article R&RE, p. 458, � 1, effective September 1.
Colo. Rev. Stat. § 4-1-201 General definitions
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(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of this title that apply to particular articles or parts thereof, have the meanings stated. (b) Subject to definitions contained in ot…
Colo. Rev. Stat. § 4-1-202 Notice - knowledge
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(a) Subject to subsection (f) of this section, a person has notice of a fact if the person: (1) Has actual knowledge of it; (2) Has received a notice or notification of it; or (3) From all the facts and circumstances known to the person at the time in question, has reason to know…
Colo. Rev. Stat. § 4-1-203 Lease distinguished from security interest
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(a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possessio…
Colo. Rev. Stat. § 4-1-204 Value
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Except as otherwise provided in articles 3, 4, 5, 6, and 12 of this title 4, a person gives value for rights if the person acquires them: (1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and wh…
Colo. Rev. Stat. § 4-1-205 Reasonable time - seasonableness
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(a) Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time. So…
Colo. Rev. Stat. § 4-1-301 Territorial applicability - parties' power to choose applicable law
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(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. (b) In…
Colo. Rev. Stat. § 4-1-302 Variation by agreement
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(a) Except as otherwise provided in subsection (b) of this section or elsewhere in this title, the effect of provisions of this title may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this title may not be disclaimed …
Colo. Rev. Stat. § 4-1-303 Course of performance, course of dealing, and usage of trade
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(a) A course of performance is a sequence of conduct between the parties to a particular transaction that exists if: (1) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (2) The other party, with knowledge of…
Colo. Rev. Stat. § 4-1-304 Obligation of good faith
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Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement. Source: L. 2006: Entire article R&RE, p. 468, � 1, effective September 1. Editor's note: This section is similar to former � 4-1-203 as it existed prior to 2006.
Colo. Rev. Stat. § 4-1-305 Remedies to be liberally administered
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(a) The remedies provided by this title must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically p…
Colo. Rev. Stat. § 4-1-306 Waiver or renunciation of claim or right after breach
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A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. Source: L. 2006: Entire article R&RE, p. 468, � 1, effective September 1. L. 2023: Entire section amended, (SB 23-…
Colo. Rev. Stat. § 4-1-307 Prima facie evidence by third-party documents
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A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party shall be prima facie evidence …
Colo. Rev. Stat. § 4-1-308 Performance or acceptance under reservation of rights
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(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as without prejudice, under protest, or the like are suffi…
Colo. Rev. Stat. § 4-1-309 Option to accelerate at will
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A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral at will or when the party deems itself insecure, or words of similar import, means that the party has power to do so only if …
Colo. Rev. Stat. § 4-1-310 Subordinated obligations
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An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordinati…
Colo. Rev. Stat. § 4-2-101 Short title
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This article shall be known and may be cited as the Uniform Commercial Code - Sales. Source: L. 65: p. 1298, � 1. C.R.S. 1963: � 155-2-101. 4-2-102. Scope - certain security and other transactions excluded from this article. (1) Unless the context otherwise requires, and except a…
Colo. Rev. Stat. § 4-2-102 Scope - certain security and other transactions excluded from this article
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(1) Unless the context otherwise requires, and except as provided in subsection (3) of this section, this article 2 applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2) of this section. (2) In a hybrid tran…
Colo. Rev. Stat. § 4-2-103 Definitions and index of definitions
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(1) In this article unless the context otherwise requires: (a) Buyer means a person who buys or contracts to buy goods. (b) 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. (c) Receipt o…
Colo. Rev. Stat. § 4-2-104 Definitions: “merchant” - “between merchants” - “financing agency”
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(1) “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 …
Colo. Rev. Stat. § 4-2-105 Definitions: transferability - “goods ” - “future” goods - “lot” - “commercial unit”
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(1) “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 (article 8 of this title), and things in action. “Goods” als…
Colo. Rev. Stat. § 4-2-106 Definitions: “contract” - ”agreement” - “contract for sale” - “sale” - “present sale” - “conforming” - “termination” - “cancellation” - “hybrid transaction”
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(1) In this article 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…
Colo. Rev. Stat. § 4-2-107 Goods to be severed from realty - recording
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(1) 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 article if they are to be severed by the seller; but until severance, a purported present sale the…
Colo. Rev. Stat. § 4-2-201 Formal requirements - statute of frauds
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(1) 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 a record sufficient to indicate that a contract for sale has been made between the parti…
Colo. Rev. Stat. § 4-2-202 Final expression - parol or extrinsic evidence
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Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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…
Colo. Rev. Stat. § 4-2-203 Seals inoperative
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The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the recording of a sealed instrument, and the law with respect to sealed instruments does not apply to such a contract or offer. Source: L. 65: p. 1303, � 1. C.R…
Colo. Rev. Stat. § 4-2-204 Formation in general
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(1) 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. (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its m…
Colo. Rev. Stat. § 4-2-205 Firm offers
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An offer by a merchant to buy or sell goods in a signed record 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 irre…
Colo. Rev. Stat. § 4-2-206 Offer and acceptance in formation of contract
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(1) Unless otherwise unambiguously indicated by the language or circumstances: (a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (b) An order or other offer to buy goods for prompt or current…
Colo. Rev. Stat. § 4-2-207 Additional terms in acceptance or confirmation
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(1) 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 conditi…
Colo. Rev. Stat. § 4-2-208 Course of performance or practical construction
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(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to…
Colo. Rev. Stat. § 4-2-209 Modification, rescission, and waiver
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(1) An agreement modifying a contract within this article needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merc…
Colo. Rev. Stat. § 4-2-210 Delegation of performance - assignment of rights
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(1) 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…
Colo. Rev. Stat. § 4-2-301 General obligations of parties
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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. Source: L. 65: p. 1306, � 1. C.R.S. 1963: � 155-2-301.
Colo. Rev. Stat. § 4-2-302 Unconscionable contract or clause
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(1) 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 s…
Colo. Rev. Stat. § 4-2-303 Allocation or division of risks
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Where this article 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. Source: L. 65: p. 1307, � 1. C.R.S. 1963: � 155-2-303.
Colo. Rev. Stat. § 4-2-304 Price payable in money, goods, realty, or otherwise
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(1) 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. (2) Even though all or part of the price is payable in an interest in realty, the transfer of the goods and the sel…
Colo. Rev. Stat. § 4-2-305 Open price term
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(1) 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: (a) Nothing is said as to price; or (b) The price is left to be agreed by the parties and they fail…
Colo. Rev. Stat. § 4-2-306 Output, requirements, and exclusive dealings
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(1) 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 es…
Colo. Rev. Stat. § 4-2-307 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 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 …
Colo. Rev. Stat. § 4-2-308 Absence of specified place for delivery
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Unless otherwise agreed: (a) The place for delivery of goods is the seller's place of business or if he has none his residence; but (b) 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 …
Colo. Rev. Stat. § 4-2-309 Absence of specific time provisions - notice of termination
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(1) The time for shipment or delivery or any other action under a contract, if not provided in this article or agreed upon, shall be a reasonable time. (2) Where the contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time but…
Colo. Rev. Stat. § 4-2-310 Open time for payment or running of credit - authority to ship under reservation
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(a) Unless otherwise agreed: (a) 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 (b) If the seller is authorized to send the goods, he may ship them under reservation, and may tender …
Colo. Rev. Stat. § 4-2-311 Options and cooperation respecting performance
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(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 4-2-204) 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 fai…