Title XXXIX, Commercial Relations

(1) This act shall take effect at 12:01 a.m. on January 1, 1980.(2) Transactions validly entered into after January 1, 1967, and before the effective date of this act, and which were subject to the provisions of chapter 65-254, Laws of Florida, as amended, and which would be subj…

(1) The article on documents of title (Art. 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees’ businesses in respects not specifically dealt with he…

(1) A financing statement or continuation statement filed prior to the effective date of this act which shall not have lapsed prior to the effective date of this act shall remain effective for the period provided in chapter 65-254, Laws of Florida, as amended, but not less than 5…

(1) If a security interest is perfected or has priority when this act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest agai…

Except as otherwise provided in this part, chapter 65-254, Laws of Florida, as amended, shall apply to any questions of priority if the positions of the parties were fixed prior to the effective date of chapter 79-398, Laws of Florida.History.—s. 39, ch. 79-398; s. 6, ch. 90-278.…

Unless a change in law has clearly been made, the provisions of chapter 79-398, Laws of Florida, shall be deemed declaratory of the meaning of chapter 65-254, Laws of Florida, as amended.History.—s. 40, ch. 79-398; s. 6, ch. 90-278.Note.—Former s. 680.111.

Except as provided in ss. 669.501-669.706, a transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by la…

Chapter 672 shall be known and may be cited as the “Uniform Commercial Code—Sales.”History.—s. 1, ch. 65-254.Note.—s. 2-101, U.C.C.

(1) Unless the context otherwise requires, and except as provided in subsection (2), this chapter applies to transactions in goods and, in the case of a hybrid transaction:(a) If the sale-of-goods aspects do not predominate, only those provisions of this chapter which relate prim…

(1) In this chapter 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…

(1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds himself or herself 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 or her empl…

(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 (chapter 678) and things in action. “Goods” also includes th…

(1) In this chapter, unless the context clearly requires otherwise, the meaning of the terms “contract” and “agreement” is limited to those contracts and agreements relating to the present or future sale of goods. The term “contract for sale” includes both a present sale of goods…

(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 chapter if they are to be severed by the seller, but until severance a purported present sale ther…

(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 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 …

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute a record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.History.—s. 1, ch. 65-254; s. 44, ch. 2025…

(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 ma…

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 s…

(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 conditio…

(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…

(1) An agreement modifying a contract within this chapter 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 merch…

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

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.History.—s. 1, ch. 65-254.Note.—s. 2-301, U.C.C.

(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 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.History.—s. 1, ch. 65-254.Note.—s. 2-303, U.C.C.

(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 or she 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…

(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 t…

(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:(1) The place for delivery of goods is the seller’s place of business or if the seller has none his or her 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…

(1) 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.(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unl…

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 she or he may ship them under reservation, and may tender t…

(1) An agreement for sale which is otherwise sufficiently definite (s. 672.204(3)) 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 and within limits…

(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 the …

(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 o…

(1) Unless excluded or modified (s. 672.316), 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 on…

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 chapter on parol or extrinsic evidence (s. 67…

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 or her buyer, who is a guest in his or her home or who is an employee, servant or agent of his or her buyer if it is reasonable to expect that such person may use…

(1) 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:(a) When the term is “F.O.B. the place of shipment,” the seller must at that place ship the good…

(1) 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.(2) Unless otherwise agreed and …

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…

(1) 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 t…