Chapter 810 — COMMERCIAL CODE

(810 ILCS 5/12-107) Sec. 12-107. Governing law. (a) Governing law: general rule. Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction governs a matter covered by this Article. (b) Governing law: Section 12-106. For a controllable …

(810 ILCS 5/12A-101) Sec. 12A-101. Title. This Article may be cited as Transitional Provisions for Uniform Commercial Code Amendments of the 103rd General Assembly. (Source: P.A. 103-1036, eff. 1-1-25.)

(810 ILCS 5/12A-102) Sec. 12A-102. Definitions. (a) In this Article: (1) "Adjustment date" means July 1, 2025, or the date that is one year after the effective date of this amendatory Act of the 103rd General Assembly, whichever is later. (2) "Article 12" means Article 12 of the …

(810 ILCS 5/12A-201) Sec. 12A-201. Saving clause. Except as provided in Part 3, a transaction validly entered into before the effective date of this amendatory Act of the 103rd General Assembly and the rights, duties, and interests flowing from the transaction remain valid therea…

(810 ILCS 5/12A-301) Sec. 12A-301. Saving clause. (a) Pre-effective-date transaction, lien, or interest. Except as provided in this Part, Article 9 as amended by this amendatory Act of the 103rd General Assembly and Article 12 apply to a transaction, lien, or other interest in pr…

(810 ILCS 5/12A-302) Sec. 12A-302. Security interest perfected before effective date. (a) Continuing perfection: perfection requirements satisfied. A security interest that is enforceable and perfected immediately before the effective date of this amendatory Act of the 103rd Gene…

(810 ILCS 5/12A-303) Sec. 12A-303. Security interest unperfected before effective date. A security interest that is enforceable immediately before the effective date of this amendatory Act of the 103rd General Assembly but is unperfected at that time: (1) remains an enforceable s…

(810 ILCS 5/12A-304) Sec. 12A-304. Effectiveness of actions taken before effective date. (a) Pre-effective-date action; attachment and perfection before adjustment date. If action, other than the filing of a financing statement, is taken before the effective date of this amendato…

(810 ILCS 5/12A-305) Sec. 12A-305. Priority. (a) Determination of priority. Subject to subsections (b) and (c), this amendatory Act of the 103rd General Assembly determines the priority of conflicting claims to collateral. (b) Established priorities. Subject to subsection (c), if…

(810 ILCS 5/12A-306) Sec. 12A-306. Priority of claims when priority rules of Article 9 do not apply. (a) Determination of priority. Subject to subsections (b) and (c), Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of Artic…

(810 ILCS 5/13-101) Sec. 13-101. Effective date. This amendatory Act of 1996 takes effect on January 1, 1997. (Source: P.A. 89-534, eff. 1-1-97.)

(810 ILCS 5/13-102) Sec. 13-102. Applicability. This amendatory Act of 1996 applies to a letter of credit that is issued on or after the effective date of this amendatory Act of 1996. This amendatory Act of 1996 does not apply to a transaction, event, obligation, or duty arising …

(810 ILCS 5/13-103) Sec. 13-103. Savings clause. A transaction arising out of or associated with a letter of credit that was issued before the effective date of this amendatory Act of 1996 and the rights, obligations, and interests flowing from that transaction are governed by an…

(810 ILCS 5/2-101) (from Ch. 26, par. 2-101) Sec. 2-101. Short title. This Article shall be known and may be cited as Uniform Commercial Code--Sales. (Source: Laws 1961, p. 2101.)

(810 ILCS 5/2-102) (from Ch. 26, par. 2-102) Sec. 2-102. Scope; certain security and other transactions excluded from this Article. (1) Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case …

(810 ILCS 5/2-103) (from Ch. 26, par. 2-103) Sec. 2-103. Definitions and index of definitions. (1) In this Article 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…

(810 ILCS 5/2-104) (from Ch. 26, par. 2-104) Sec. 2-104. Definitions. "merchant"; "between merchants"; "financing 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 pr…

(810 ILCS 5/2-105) (from Ch. 26, par. 2-105) Sec. 2-105. Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit". (1) "Goods" means all things, including specially manufactured goods, which are movable at the time of identification to the contract for sale…

(810 ILCS 5/2-106) (from Ch. 26, par. 2-106) Sec. 2-106. Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction". (1) In this Article unless the context otherwise requires "co…

(810 ILCS 5/2-107) (from Ch. 26, par. 2-107) Sec. 2-107. Goods to Be Severed From Realty: Recording. (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 th…

(810 ILCS 5/2-201) (from Ch. 26, par. 2-201) Sec. 2-201. Formal requirements; statute of frauds. (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…

(810 ILCS 5/2-202) (from Ch. 26, par. 2-202) Sec. 2-202. Final expression: parol or extrinsic evidence. 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 …

(810 ILCS 5/2-203) (from Ch. 26, par. 2-203) Sec. 2-203. Seals inoperative. The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does no…

(810 ILCS 5/2-204) (from Ch. 26, par. 2-204) Sec. 2-204. Formation in general. (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…

(810 ILCS 5/2-205) (from Ch. 26, par. 2-205) Sec. 2-205. Firm offers. 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 s…

(810 ILCS 5/2-206) (from Ch. 26, par. 2-206) Sec. 2-206. Offer and acceptance in formation of contract. (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…

(810 ILCS 5/2-207) (from Ch. 26, par. 2-207) Sec. 2-207. Additional terms in acceptance or confirmation. (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 a…

(810 ILCS 5/2-208) (from Ch. 26, par. 2-208) Sec. 2-208. (Blank). (Source: P.A. 95-895, eff. 1-1-09.)

(810 ILCS 5/2-209) (from Ch. 26, par. 2-209) Sec. 2-209. Modification, rescission, and waiver. (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 writi…

(810 ILCS 5/2-210) (from Ch. 26, par. 2-210) Sec. 2-210. Delegation of performance; assignment of rights. (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 co…

(810 ILCS 5/2-301) (from Ch. 26, par. 2-301) Sec. 2-301. General obligations of parties. 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. (Source: Laws 1961, p. 2101.)

(810 ILCS 5/2-302) (from Ch. 26, par. 2-302) Sec. 2-302. Unconscionable contract or clause. (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…

(810 ILCS 5/2-303) (from Ch. 26, par. 2-303) Sec. 2-303. Allocation or division of risks. 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. (Sou…

(810 ILCS 5/2-304) (from Ch. 26, par. 2-304) Sec. 2-304. Price payable in money, goods, realty, or otherwise. (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) Ev…

(810 ILCS 5/2-305) (from Ch. 26, par. 2-305) Sec. 2-305. Open price term. (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 …

(810 ILCS 5/2-306) (from Ch. 26, par. 2-306) Sec. 2-306. Output, requirements and exclusive dealings. (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 th…

(810 ILCS 5/2-307) (from Ch. 26, par. 2-307) Sec. 2-307. Delivery in single lot or several lots. 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 eithe…

(810 ILCS 5/2-308) (from Ch. 26, par. 2-308) Sec. 2-308. Absence of specified place for delivery. Unless otherwise agreed (a) the place for delivery of goods is the seller's place of business or if he has none his residence; but (b) in a contract for sale of identified goods whic…

(810 ILCS 5/2-309) (from Ch. 26, par. 2-309) Sec. 2-309. Absence of specific time provisions; notice of termination. (1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time. (2) Where the…

(810 ILCS 5/2-310) (from Ch. 26, par. 2-310) Sec. 2-310. Open time for payment or running of credit authority to 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 i…

(810 ILCS 5/2-311) (from Ch. 26, par. 2-311) Sec. 2-311. Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Section 2-204 to be a contract is not made invalid by the fact that it leaves particulars…

(810 ILCS 5/2-312) (from Ch. 26, par. 2-312) Sec. 2-312. Warranty of title and against infringement; buyer's obligation against infringement. (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 …

(810 ILCS 5/2-313) (from Ch. 26, par. 2-313) Sec. 2-313. Express warranties by affirmation, promise, description, 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…

(810 ILCS 5/2-314) (from Ch. 26, par. 2-314) Sec. 2-314. Implied warranty: merchantability; usage of trade. (1) Unless excluded or modified (Section 2-316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with re…

(810 ILCS 5/2-315) (from Ch. 26, par. 2-315) Sec. 2-315. Implied warranty: fitness for particular purpose. 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…

(810 ILCS 5/2-316) (from Ch. 26, par. 2-316) Sec. 2-316. Exclusion or modification of warranties. (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 wit…

(810 ILCS 5/2-317) (from Ch. 26, par. 2-317) Sec. 2-317. Cumulation and conflict of warranties express or implied. 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 t…

(810 ILCS 5/2-318) (from Ch. 26, par. 2-318) Sec. 2-318. Third party beneficiaries of warranties express or implied. A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is …

(810 ILCS 5/2-319) (from Ch. 26, par. 2-319) Sec. 2-319. F.O.B. and F.A.S. terms. (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 ter…

(810 ILCS 5/2-320) (from Ch. 26, par. 2-320) Sec. 2-320. C.I.F. and C. & F. terms. (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 includ…