Title 28, Commercial Instruments and Transactions. [Enacted title]

(a) If there is conflict between this article and Article 9, Article 9 governs. (b) A transaction subject to this article is subject to any applicable rule of law that establishes a different rule for consumers and §§ 28-3301 to 28-3315.

(a) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (e), (g), and (h) of this section, of a purchaser and qualifying purchaser, in the same m…

(a) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded: (1) Gives the person: (A) Power to avail itself of substantially…

(a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: (1) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intangible; or (2) Except…

(a) Except as provided in subsection (b) of this section, the local law of a controllable electronic record's jurisdiction governs a matter covered by this article. (b) For a controllable electronic record that evidences a controllable account or controllable payment intangible, …

(a) In this part, the term: (1) "Adjustment date" means July 1, 2025, or the date that is one year after April 20, 2024, whichever is later. (2) "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. (3) "2024 Act" …

(a) Except as provided in this part, a transaction validly entered into before April 20, 2024 and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by law othe…

(a) A security interest that is enforceable and perfected immediately before April 20, 2024 is a perfected security interest under the 2024 Act if, on April 20, 2024, the requirements for enforceability and perfection under the 2024 Act are satisfied without further action. (b) I…

(a) A security interest that is enforceable immediately before April 20, 2024 but is unperfected at that time: (1) Remains an enforceable security interest until the adjustment date; (2) Remains enforceable thereafter if the security interest becomes enforceable under § 28:9-203,…

(a) If action, other than the filing of a financing statement, is taken before April 20, 2024 and the action would have resulted in perfection of the security interest had the security interest become enforceable before April 20, 2024, the action is effective to perfect a securit…

(a) Subject to subsections (b) and (c) of this section, the 2024 Act determines the priority of conflicting claims to collateral. (b) Subject to subsection (c) of this section, if the priorities of claims to collateral were established before April 20, 2024, Article 9 as in effec…

(a) Subject to subsections (b) and (c) of this section, Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of Article 9 as amended by the 2024 Act do not apply. (b) Subject to subsection (c) of this section, when the priority r…

This article shall be known and may be cited as Uniform Commercial Code — Sales.

(a) Unless the context otherwise requires, and except as provided in subsection (c) of this section, this article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (b) of this section. (b) In a hybrid transa…

(1) In this article unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) Repealed. (c) “Receipt” of goods means taking physical possession of them. (d) “Seller” means a person who sells or contracts to sell goods. (2) Other def…

(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 a…

(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) and things in action. “Goods” also includes the …

(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 in…

(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 there…

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 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 parties and signed by …

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 record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

(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…

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 irrevo…

(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…

(1) A definite and seasonable expression of acceptance or a written conformation 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 conditio…

(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…

(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…

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.

(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 so l…

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.

(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 selle…

(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…

(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 esti…

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: (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 …

(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 un…

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 the do…

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 28:2-204) 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 fa…

(1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that: (a) the title conveyed shall be good, and its transfer rightful; and (b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at th…

(1) Express warranties by the seller are created as follows: (a) 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 …

(1) Unless excluded or modified (section 28:2-316), 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 eit…

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 the next section …

(1) 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 article on parol or extrinsic evidence (sectio…

(1) The provisions of section 28:2-316 do not apply to the sale of consumer goods, as defined by section 28:9-109, services, or both. (2) Any oral or written language used by a seller of consumer goods and services, which attempts to exclude or modify any implied warranties of me…

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: (a…