Title XXVI, TRADE AND COMMERCE

400.1-105. Severability. — If any provision or clause of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or appli…

400.1-106. Use of singular and plural — gender. — In this chapter, unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer to any other gender. ­­---…

400.1-107. Section captions. — Section captions are part of this chapter. ­­-------- (L. 1963 p. 503 § 1-107, A.L. 2017 H.B. 34)

400.1-108. Relation to Electronic Signatures in Global and National Commerce Act. — This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except that nothing in this chapter modifies, l…

400.1-201. General definitions. — (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of this chapter that apply to particular articles or parts thereof, have the meanings stated. (b) Su…

400.1-202. Notice — knowledge. — (a) Subject to subsection (f), a person has "notice" of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstances known to the person at the time in question,…

400.1-203. Lease distinguished from security interest. — (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of a lease creates a security interest if the consideration that t…

400.1-204. Value. — Except as otherwise provided in articles 3, 4, and 5, a person gives value for rights if the person acquires them: (1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and wheth…

400.1-205. Reasonable time — seasonableness. — (a) Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no t…

400.1-206. Presumptions. — Whenever this chapter creates a "presumption" with respect to a fact, or provides that a fact is "presumed", the trier of fact shall find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence. ­­--…

400.1-301. Territorial applicability — parties' power to choose applicable law. — (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this s…

400.1-302. Variation by agreement. — (a) Except as otherwise provided in subsection (b) or elsewhere in this chapter, the effect of provisions of this chapter may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this cha…

400.1-303. Course of performance, course of dealing, and usage of trade. — (a) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with respect to the transaction involves repeated occ…

400.1-304. Obligation of good faith. — Every contract or duty within this chapter imposes an obligation of good faith in its performance and enforcement. ­­-------- (L. 2017 H.B. 34)

400.1-305. Remedies to be liberally administered. — (a) The remedies provided by this chapter shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damage…

400.1-306. Waiver of renunciation of claim of right after breach. — A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record. ­­-------- (L. 2017 H.B. 34)

400.1-307. Prima facie evidence of third-party documents. — A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract …

400.1-308. Performance or acceptance under reservation of rights. — (a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. S…

400.1-309. Option to accelerate at will. — A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure", or words of similar import, m…

400.1-310. Subordinated obligations. — An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another credit…

400.10-101. Provision for transition. — Transactions validly entered into before July 1, 1965, and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other…

400.10-102. Laws not repealed. — (1) The article on documents of title (article 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees' businesses in res…

400.11-103. General rule, transactions before and after code changes. — Transactions validly entered into after July 1, 1965, and before January 1, 1989, and which were subject to the provisions of chapter 400, as it reads prior to January 1, 1989, and which would be subject to t…

400.11-104. Requirement of filing, transitional provision. — A security interest for the perfection of which filing or the taking of possession was required under chapter 400, as it reads prior to January 1, 1989, and which attached prior to January 1, 1989, but was not perfected…

400.11-105. Place of filing, transitional provision. — (1) A financing statement or continuation statement filed prior to January 1, 1989, which shall not have lapsed prior to January 1, 1989, shall remain effective for the period provided in chapter 400, as it reads prior to Jan…

400.11-106. Required refilings. — (1) If a security interest is perfected or has priority on January 1, 1989, as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of…

400.11-107. Priorities, transitional provision. — Except as otherwise provided in this article, chapter 400, as it reads prior to January 1, 1989, shall apply to any questions of priority if the positions of the parties were fixed prior to January 1, 1989. In other cases question…

400.11-108. Interpretation of chapter. — Unless a change in law has clearly been made, the provisions of chapter 400, as it reads after January 1, 1989, shall be deemed declaratory of the meaning of chapter 400, as it reads prior to January 1, 1989. ­­-------- (L. 1988 S.B. 583 §…

400.2-101. Short title. — This article shall be known and may be cited as "Uniform Commercial Code — Sales". ­­-------- (L. 1963 p. 503 § 2-101)

400.2-102. Scope — certain security and other transactions excluded from this article. — 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 p…

400.2-103. 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 and the observance of reasonable commercial…

400.2-104. 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 practices or goods involved in the transact…

400.2-105. 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 other than the money in which the pric…

400.2-106. Definitions — "contract" — "agreement" — "contract for sale" — "sale" — "present sale" — "conforming" to contract — "termination" — "cancellation". — (1) In this article unless the context otherwise requires "contract" and "agreement" are limited to those relating to t…

400.2-107. Goods to be severed from realty — recording. — (1) A contract for the sale of minerals or the like (including gas and oil) or a structure or its materials to be removed from realty is a contract for the sale of goods within this article if they are to be severed by the…

400.2-201. Formal requirements — statute of frauds. — (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate…

400.2-202. Final written 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 writing intended by the parties as a final expression of their agreement with respect to such ter…

400.2-203. Seals inoperative. — 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. ­­---…

400.2-204. 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 to constitute a contract for sale may be fo…

400.2-205. Firm offers. — 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 even…

400.2-206. 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 medium reasonable in the circumstances; (b)…

400.2-207. 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 additional to or different from those offered…

400.2-208. Course of performance or practical construction. — (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 ac…

400.2-209. 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 writing cannot be otherwise modified or rescinded,…

400.2-210. Delegation of performance — assignment of rights. — (1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by th…

400.2-301. 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. ­­-------- (L. 1963 p. 503 § 2-301)