Chapter 810 — COMMERCIAL CODE

(810 ILCS 5/2-321) (from Ch. 26, par. 2-321) Sec. 2-321. C.I.F. or C. & F.: "net landed weights"; "payment on 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 "net la…

(810 ILCS 5/2-322) (from Ch. 26, par. 2-322) Sec. 2-322. Delivery "ex-ship". (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 shi…

(810 ILCS 5/2-323) (from Ch. 26, par. 2-323) Sec. 2-323. Form of bill of lading required in overseas shipment; "overseas". (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 …

(810 ILCS 5/2-324) (from Ch. 26, par. 2-324) Sec. 2-324. "No arrival, no sale" term. Under a term "no arrival, no 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 arr…

(810 ILCS 5/2-325) (from Ch. 26, par. 2-325) Sec. 2-325. "Letter of credit" term; "confirmed credit". (1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (2) The delivery to seller of a proper letter of credit suspends t…

(810 ILCS 5/2-326) (from Ch. 26, par. 2-326) Sec. 2-326. Sale on approval and sale or return; rights of 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…

(810 ILCS 5/2-327) (from Ch. 26, par. 2-327) Sec. 2-327. Special incidents of sale on approval and sale or return. (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 un…

(810 ILCS 5/2-328) (from Ch. 26, par. 2-328) Sec. 2-328. Sale by auction. (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 cust…

(810 ILCS 5/2-401) (from Ch. 26, par. 2-401) Sec. 2-401. Passing of title; reservation for security; limited application of this Section. Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties…

(810 ILCS 5/2-402) (from Ch. 26, par. 2-402) Sec. 2-402. Rights of seller's creditors against sold goods. (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are sub…

(810 ILCS 5/2-403) (from Ch. 26, par. 2-403) Sec. 2-403. Power to transfer; good faith purchase of goods; "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…

(810 ILCS 5/2-501) (from Ch. 26, par. 2-501) Sec. 2-501. Insurable interest in goods; manner of identification of 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 thou…

(810 ILCS 5/2-502) (from Ch. 26, par. 2-502) Sec. 2-502. Buyer's right to goods on seller's insolvency. (1) Subject to subsections (2) and (3) 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 proper…

(810 ILCS 5/2-503) (from Ch. 26, par. 2-503) Sec. 2-503. Manner of seller's tender of delivery. (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 …

(810 ILCS 5/2-504) (from Ch. 26, par. 2-504) Sec. 2-504. Shipment by seller. 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 t…

(810 ILCS 5/2-505) (from Ch. 26, par. 2-505) Sec. 2-505. Seller's shipment under reservation. (1) Where the seller has identified goods to the contract by or before shipment: (a) his procurement of a negotiable bill of lading to his own order or otherwise reserves in him a securi…

(810 ILCS 5/2-506) (from Ch. 26, par. 2-506) Sec. 2-506. Rights of financing agency. (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…

(810 ILCS 5/2-507) (from Ch. 26, par. 2-507) Sec. 2-507. Effect of seller's tender; delivery on condition. (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 accept…

(810 ILCS 5/2-508) (from Ch. 26, par. 2-508) Sec. 2-508. Cure by seller of improper tender or delivery; replacement. (1) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notif…

(810 ILCS 5/2-509) (from Ch. 26, par. 2-509) Sec. 2-509. Risk of loss in the absence of breach. (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 destination, the risk of loss passe…

(810 ILCS 5/2-510) (from Ch. 26, par. 2-510) Sec. 2-510. Effect of breach on risk of loss. (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 …

(810 ILCS 5/2-511) (from Ch. 26, par. 2-511) Sec. 2-511. Tender of payment by buyer; payment by check. (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…

(810 ILCS 5/2-512) (from Ch. 26, par. 2-512) Sec. 2-512. Payment by buyer before inspection. (1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless (a) the non-conformity appears without inspec…

(810 ILCS 5/2-513) (from Ch. 26, par. 2-513) Sec. 2-513. Buyer's right to inspection of goods. (1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptan…

(810 ILCS 5/2-514) (from Ch. 26, par. 2-514) Sec. 2-514. When documents deliverable on acceptance; when on payment. Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than 3 days afte…

(810 ILCS 5/2-515) (from Ch. 26, par. 2-515) Sec. 2-515. Preserving evidence of goods in dispute. 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 evidenc…

(810 ILCS 5/2-601) (from Ch. 26, par. 2-601) Sec. 2-601. Buyer's rights on improper delivery. Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections…

(810 ILCS 5/2-602) (from Ch. 26, par. 2-602) Sec. 2-602. Manner and effect of rightful rejection. (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisio…

(810 ILCS 5/2-603) (from Ch. 26, par. 2-603) Sec. 2-603. Merchant buyer's duties as to rightfully rejected goods. (1) Subject to any security interest in the buyer (subsection (3) of Section 2-711, when the seller has no agent or place of business at the market of rejection a mer…

(810 ILCS 5/2-604) (from Ch. 26, par. 2-604) Sec. 2-604. Buyer's options as to salvage of rightfully rejected goods. Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of re…

(810 ILCS 5/2-605) (from Ch. 26, par. 2-605) Sec. 2-605. Waiver of buyer's objections by failure to particularize. (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 u…

(810 ILCS 5/2-606) (from Ch. 26, par. 2-606) Sec. 2-606. What constitutes acceptance of goods. (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 retai…

(810 ILCS 5/2-607) (from Ch. 26, par. 2-607) Sec. 2-607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. (1) The buyer must pay at the contract rate for any goods accepted. (2) Accept…

(810 ILCS 5/2-608) (from Ch. 26, par. 2-608) Sec. 2-608. Revocation of acceptance in whole or in part. (1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it (a) on the reasonable assum…

(810 ILCS 5/2-609) (from Ch. 26, par. 2-609) Sec. 2-609. Right to adequate assurance of performance. (1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity …

(810 ILCS 5/2-610) (from Ch. 26, par. 2-610) Sec. 2-610. Anticipatory repudiation. 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) f…

(810 ILCS 5/2-611) (from Ch. 26, par. 2-611) Sec. 2-611. Retraction of anticipatory repudiation. (1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his posit…

(810 ILCS 5/2-612) (from Ch. 26, par. 2-612) Sec. 2-612. "Installment contract"; breach. (1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery i…

(810 ILCS 5/2-613) (from Ch. 26, par. 2-613) Sec. 2-613. Casualty to identified goods. Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buy…

(810 ILCS 5/2-614) (from Ch. 26, par. 2-614) Sec. 2-614. Substituted performance. (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…

(810 ILCS 5/2-615) (from Ch. 26, par. 2-615) Sec. 2-615. Excuse by failure of presupposed conditions. Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or non-delivery in whole or…

(810 ILCS 5/2-616) (from Ch. 26, par. 2-616) Sec. 2-616. Procedure on notice claiming excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any …

(810 ILCS 5/2-701) (from Ch. 26, par. 2-701) Sec. 2-701. Remedies for breach of collateral contracts not impaired. 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. (Source: Laws 196…

(810 ILCS 5/2-702) (from Ch. 26, par. 2-702) Sec. 2-702. Seller's remedies on discovery of buyer's insolvency. (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,…

(810 ILCS 5/2-703) (from Ch. 26, par. 2-703) Sec. 2-703. Seller's remedies in general. 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 an…

(810 ILCS 5/2-704) (from Ch. 26, par. 2-704) Sec. 2-704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (1) An aggrieved seller under the preceding section may (a) identify to the contract conforming goods not already ident…

(810 ILCS 5/2-705) (from Ch. 26, par. 2-705) Sec. 2-705. Seller's stoppage of delivery in transit or otherwise. (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 (Section 2-702) and may stop delive…

(810 ILCS 5/2-706) (from Ch. 26, par. 2-706) Sec. 2-706. Seller's resale including contract for resale. (1) Under the conditions stated in Section 2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in…

(810 ILCS 5/2-707) (from Ch. 26, par. 2-707) Sec. 2-707. "Person in the position of a seller". (1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who ot…

(810 ILCS 5/2-708) (from Ch. 26, par. 2-708) Sec. 2-708. Seller's damages for non-acceptance or repudiation. (1) Subject to subsection (2) and to the provisions of this Article with respect to proof of market price (Section 2-723), the measure of damages for non-acceptance or rep…