Title 11 — Commercial Code

(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…

In furtherance of the adjustment of any claim or dispute: (a) Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test, and sample the goods including such of them as may be in the pos…

Subject to the provisions of this article on breach in installment contracts (Code Section 11-2-612) and unless otherwise agreed under the Code sections on contractual limitations of remedy (Code Sections 11-2-718 and 11-2-719), if the goods or the tender of delivery fail in any …

(1) Rejection of goods must be within a reasonable time after their 183 11-2-602 delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of Code Sections 11-2-603 and 11-2-604 on rejected goods: (a) After rejection any e…

Contracts. Sales. Applicability of sales chapter of commercial code, §11-2-107. Sales. Contracts. Applicability of sales chapter of commercial code, §11-2-107. MIRROR IMAGE RULE. Contracts. Sale of goods, §11-2-207. MISREPRESENTATION. Commercial code. Sales. Remedies, §11-2-721. …

Enumerated, §11-2-711. Effect, §11-2-602. Manner, §11-2-602. Merchant buyer’s duties as to rightfully rejected goods, §11-2-603. Waiver of buyer’s objections by failure to particularize, §11-2-605. Wrongful rejection.

(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach: (a) Where the seller could have cured it if stated seas…

(1) Acceptance of goods occurs when the buyer: (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or (b) Fails to make an effective rejection (subsection…

Secured transactions. Generally, §§11-9-101 to 11-9-809. PRESENTMENTS. Bank deposits and collections. Documentary drafts. Duty to send for presentment, §11-4-501. On arrival drafts, §11-4-502.

(1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it: (a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (b) Without discov…

Sale of goods. Buyer’s right, §11-2-716. Price. Sale of goods. Open price terms, §11-2-305. Reclamation of goods. Sales contracts. Sellers’ remedies on discovery of buyer’s insolvency, §11-2-702. 1017 INDEX CONTRACTS —Cont’d Replevin. Sale of goods. Buyer’s right to replevin, §11…

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may: (a) For a commercially reasonable time await performance by the repudiating party; or (…

(1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the 204 11-2-612 repudiation canceled or materially changed his position or otherwise indicated that he considers the repudiation final. (2) Retraction may…

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault 206 11-2-614 of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (Code Section 11…

(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available,…

Except so far as a seller may have assumed a greater obligation and subject to Code Section 11-2-614 on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) of this Code section is not a breach of h…

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the who…

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. History. Code 1933, § 109A-2-701, enacted by Ga. L. 1962, p. 156, § 1.

(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (Code Section 11-2-705). (2) Where the seller discovers that the buyer ha…

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (Code Section 11-…

Right of buyer, §11-2-716. Repudiation. Anticipatory repudiation, §§11-2-610, 11-2-611. Proof of market price, §11-2-723. Buyer’s damages, §11-2-713. Buyer’s repudiation of contract. Enumeration of seller’s remedies, §11-2-703. 1021 INDEX CONTRACTS —Cont’d Sale of goods —Cont’d R…

(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Code Section 11-2-702) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates…

(1) Under the conditions stated in Code Section 11-2-703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference betwee…

Action for price, §11-2-709. Enumerated, §11-2-703. Incidental damages, §11-2-710. Letters of credit, §11-2-325. Obligation of buyer, §11-2-301. On arrival of goods, §11-2-321. Open time for payment, §11-2-310. Price payable in money, goods, realty, etc., §11-2-304. Tender by buy…

(1) Subject to subsection (2) of this Code section and to the provisions of this article with respect to proof of market price (Code Section 11-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and …

(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under Code Section 11-2-710, the price: (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their …