Title 8

NRS 104.1105 Severability. If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without …

NRS 104.1106 Use of singular and plural; gender. In the Uniform Commercial Code, 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 g…

NRS 104.1108 Relation to Electronic Signatures in Global and National Commerce Act. This Article modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c…

NRS 104.1201 General definitions. 1. Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or parts thereof, have the meanings …

NRS 104.1202 Notice; knowledge. 1. Subject to subsection 6, a person has “notice” of a fact if the person: (a) Has actual knowledge of it; (b) Has received a notice or notification of it; or (c) From all the facts and circumstances known to the person at the time in question, has…

NRS 104.1203 Lease distinguished from security interest. 1. Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. 2. A transaction in the form of a lease creates a security interest if the consideration that the…

NRS 104.1204 Value. Except as otherwise provided in Articles 3, 4, 5 and 12, 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 whe…

NRS 104.1205 Reasonable time; seasonableness. 1. Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose and circumstances of the action. 2. An action is taken seasonably if it is taken at or within the time agreed …

NRS 104.1206 Presumptions. Whenever the Uniform Commercial Code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its none…

NRS 104.1301 Territorial applicability; parties’ power to choose applicable law. 1. 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 Sta…

NRS 104.1302 Variation by agreement. 1. Except as otherwise provided in subsection 2 or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. 2. The obligations of good faith, diligence, reasonableness and ca…

NRS 104.1303 Course of performance, course of dealing and usage of trade. 1. A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (a) The agreement of the parties with respect to the transaction involves repeated occas…

NRS 104.1304 Obligation of good faith. Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. (Added to NRS by 2005, 832)

NRS 104.1305 Remedies to be liberally administered. 1. The remedies provided by the Uniform Commercial Code must 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 s…

NRS 104.1306 Waiver or renunciation of claim or 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 a signed record. (Added to NRS by 2005, 832; A 2023, 3180)

NRS 104.1307 Prima facie evidence by 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 …

NRS 104.1308 Performance or acceptance under reservation of rights. 1. 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. Su…

NRS 104.1309 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…

NRS 104.1310 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…

NRS 104.2101 Short title. This article shall be known and may be cited as Uniform Commercial Code—Sales. (Added to NRS by 1965, 784)

NRS 104.2102 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 of a hybrid transaction, it applies to the exte…

NRS 104.2103 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) “Receipt” of goods means taking physical possession of them. (c) “Seller” means a person who sells or co…

NRS 104.2104 Definitions: “Merchant”; “between merchants”; “financing agency.” 1. “Merchant” means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved i…

NRS 104.2105 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 price is t…

NRS 104.2106 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 “contract” and “agreement” are limited to those …

NRS 104.2107 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 this article if they are to be severed by the s…

NRS 104.2201 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 sufficient to indicate that a contract for s…

NRS 104.2202 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 agreement with respect to such terms as are …

NRS 104.2203 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 not apply to such contract or offer. (Added to…

NRS 104.2204 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 foun…

NRS 104.2205 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 stated for a reasonable time, but in no event…

NRS 104.2206 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)…

NRS 104.2207 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 …

NRS 104.2209 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 or other signed record cannot be otherwise m…

NRS 104.2210 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 the …

NRS 104.2301 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. (Added to NRS by 1965, 790)

NRS 104.2302 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 may enforce the remainder of the contract wi…

NRS 104.2303 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. (Added to NRS by 1965, 790)

NRS 104.2304 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 the party is to transfer. 2. Even though all or part of the price is pa…

NRS 104.2305 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 price; or (b) The price is left to be agreed…

NRS 104.2306 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 that no quantity unreasonably disproportionate …

NRS 104.2307 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 either party the right to make or demand delivery…

NRS 104.2308 Absence of specified place for delivery. Unless otherwise agreed: 1. The place for delivery of goods is the seller’s place of business or if the seller has none, his or her residence; 2. In a contract for sale of identified goods which to the knowledge of the parties…

NRS 104.2309 Absence of specific time for action or duration of contract; 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 contract provides for…

NRS 104.2310 Open time for payment or running of credit; authority to ship under reservation. Unless otherwise agreed: 1. 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 2. If the sell…

NRS 104.2311 Options and cooperation respecting performance. 1. An agreement for sale which is otherwise sufficiently definite (subsection 3 of NRS 104.2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the p…