Title 13 — Uniform Commercial Code

This division shall be known and may be cited as Uniform Commercial Code--Sales.

Certain Security and Other Transactions Excluded From This Division. Unless the context otherwise requires, this division 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 inte…

(1) In this division 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 deal- ing in the trade. (c) Receip…

Agency. (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 o…

Commercial Unit. (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 (Division 8) and things in action. Goods also…

Present Sale; Conforming to Contract Termination; Cancellation. (1) In this division 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 co…

(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 division 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 some writing sufficient to indicate that a contract for sale has been made between the parties and signed…

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…

[Repealed, reserved, or text not separately stated.]

(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 revoca- ble, for lack of consideration, during the time stated or if no time is stated COL120106 for a reasonable time, but in no event may such per…

(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 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 division 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 requireme…

(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 or 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 COL120106 of the contract without the unconscionable clause, or i…

Where this division allocates a risk or a burden as between the parties Aunless 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 measure 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 estim…

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…

Agreed. (a) The place for delivery of goods is the seller's place of business or if he has none his residence; but COL120106 (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 is the …

(1) The time for shipment or delivery or any other action under a contract if not provided in this division 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 u…

Ship Under Reservation 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…

COL120106 (1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) 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 …

Obligation Against Infringement. (1) Subject to subdivision (2) there is in a contract for sale a warran- ty by the seller that (a) The title conveyed shall be good, and is transfer rightful; and (b) The goods shall be delivered free from any security interest or other lien or en…

Sample. (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 affi…

(1) Unless excluded or modified (Section 2316), 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 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 division on parol or extrinsic evidence (Secti…

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…

A seller's warranty whether express or implied extends to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section with respect to injury to …

(1) Unless otherwise agreed the term F.O.B. (which means Afree 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 goods i…

(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 even …

Arrival@; Warranty of Condition on Arrival 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 Anet landed weights,@ Adelivered weights,@ Aout turn@ quantity or quality or the like, unless otherwise agreed the sel…

(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 the…

"Overseas". COL120106 (1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a ter…

Sale@ or Terms of Like Meaning, Unless Otherwise Agreed: (a) The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and (b) Where wi…

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. COL120106 (2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seaso…

Creditors. (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 …

(1) Under a sale on approval unless otherwise agreed: (a) Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and (b) Use of the goods consistent with the purpose of trial is not acceptance but failure season…

(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…

Application of this Section. Each provision of this division with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situ…

(1) Except as provided in subdivisions (2) and (3), 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 division (Sections 2502 and 2716). (2) A credi…

"Entrusting". (1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title …

Goods. (1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and he has an option to return or reject them. Such identification ca…

Deliver, or Insolvency. (1) Subject to subdivision (2) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of the immediately preceding section may on making and keeping g…