Title 11 — Commercial Code

This article shall be known and may be cited as “Uniform Commercial Code — Sales.” History. Code 1933, § 109A-2-101, enacted by Ga. L. 1962, p. 156, § 1.

Unless the context otherwise requires, this article 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 article i…

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

Hine, 232 Ga. 183, 50 11-2-105 205 S.E.2d 847, 1974 Ga. LEXIS 900 (1974). Sale of horse for recreational use. — Transaction for purchase of a horse, apparently for recreational use, while possibly a casual sale, nevertheless, is provided for in the Uniform Commercial Code and is …

Contracts for sale of goods. Buyer’s right to replevin, §11-2-716. Specific performance. Contracts for sale of goods. Buyer’s right to specific performance, §11-2-716. Statute of frauds. Contracts, §§11-2-201, 11-2-209. Statute of limitations. Contracts for sale of goods. Breach of…

v. Frost, 147 Ga. App. 839, 250 S.E.2d 547, 1978 Ga. App. LEXIS 2972 (1978). Complete signature of seller is not necessary to constitute authentication. Troutt v. Nash AMC/Jeep, Inc., 157 Ga. App. 399, 278 S.E.2d 54, 1981 Ga. App. LEXIS 1838 (1981). 58 Where the seller does not s…

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 p…

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. History. Code 1933, § 109A-2-203, ena…

(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 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…

(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 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 conditiona…

(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 cannot be otherwise modified or rescinded, but except as between merchants such a requirement …

Final written expression; parol or extrinsic evidence. Seals inoperative. Formation in general. Firm offers. Offer and acceptance in formation of contract. Additional terms in acceptance or confirmation. [Reserved] Course of performance or practical construction. Modification, resc…

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. Code 1933, § 109A-2-301, enacted by Ga. L. 1962, p. 156, § 1.

(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 li…

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. History. Code 1933, § 109A-2 — 303, enacted by Ga. L. 1962, p. 156, § 1.

(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…

Buyer’s remedies. Enumerated, §11-2-711. Seller’s remedies on discovery of buyer’s insolvency, §11-2-702. Reservation. Authority to ship under reservation, §11-2-310. Risk of loss. Absence of breach, §11-2-509. Effect of breach, §11-2-510. Sale on approval transactions, §§11-2-32…

Termination defined, §11-2-106. Third parties. Sale of goods. Warranties. Third party beneficiaries, §11-2-318. Who can sue third parties for injury to goods, §11-2-722. Title. Sale of goods. Warranty of title, §11-2-312. Trees and timber. Sales. Applicability of sales chapter of c…

(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Code Section 11-2-204) 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 …

Items endorsed, §11-4-201. PERFECTION OF SECURITY INTERESTS. Accessions, §11-9-335. Agricultural liens. Filing to protect, §11-9-310. Financing statements. Filed statement containing incorrect information, §11-9-338. Interests that take priority over, §11-9-317. Law governing, §1…

(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 …

v. Wilson Plumbing Co., 132 Ga. App. 435, 208 S.E.2d 321, 1974 Ga. App. LEXIS 1717 (1974). Disclaimer of implied warranty was adequate. — Where the disclaimer was in letters larger than any other type on the form, where significant portions of the disclaimer were capitalized, thus…

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 Code Section 11-2-…

(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 (Code S…

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 war138 11-2-317 ranty is dominant. In ascertaining that intention the following ru…

Warranty of title and against infringement, §11-2-312. Merchantability, §11-2-314. Shipment and delivery of goods. Warranty of condition on arrival, §11-2-321. Third party beneficiaries, §11-2-318.

Seller’s remedies, §11-2-703. Special property in buyer. Right of replevin, §11-2-716. Special property of buyer. Seller’s repudiation, failure to deliver or insolvency, §11-2-502. Specific performance. Right of buyer, §11-2-716. Statute of frauds, §11-2-201. Or return term of con…

Uniform commercial code, §11-1-201. Payment date. Funds transfers, §11-4A-401. Payment intangible. Secured transactions, §11-9-102. Payment order. Commercial code, §11-4A-103. Payor bank. Bank deposits and collections, §§11-4-104, 11-4-105. Person. Uniform commercial code, §11-1-…

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: (a) A “sale on approval” if the goods are delivered primarily for use; and (b) A “sale or return” if the goods are delivered primarily for re…

Assortment of goods. Buyer’s option, §11-2-311. Assurance of performance. Right to adequate assurance, §11-2-609. Auction sales, §11-2-328.

(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) 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 acceptanc…

(1) Except as provided in subsections (2) and (3) of this Code 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 article (Code Sections 11-2…

Contracts for sale of goods, §11-2-325. Limitation of actions. Contracts for sale of goods. Breach of contract, §11-2-725. Mines and minerals. Contracts. Applicability of sales chapter of commercial code, §11-2-107. 1056 INDEX SALES —Cont’d Oil and gas contracts. Applicability of…

(1) Subject to subsections (2) and (3) of this Code section and even though the goods have not been shipped a buyer who has paid a part or 168 11-2-503 all of the price of goods in which the buyer has a special property under the provisions of Code Section 11-2-501 may on making …

(1) 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 article…

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must: (a) Put the goods in the possession of such a carrier and make such 171 11-2-505 a co…

(1) Where the seller has identified goods to the contract by or before shipment: (a) His or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order …

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods in…

(1) Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. (2) Where payment is due and demanded on the de…

(1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery. (2) Where the b…

(1) Where the contract requires or authorizes the seller to ship the goods by carrier: (a) If it does not require him to deliver them at a particular 175 11-2-509 destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the sh…

(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance. (2) Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effect…

(1) Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery. (2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal…

(1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: (a) The nonconformity appears without inspection; or (b) Despite tender of the required documents the circumstances would justify injuncti…

(1) Unless otherwise agreed and subject to subsection (3) of this Code section, where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable m…