Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:2-314. Implied warranty: merchantability; usage of trade (1) Unless excluded or modified (12A: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 respect to goods of that kind. Under this section the…

12A: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 judgment to select or furnish suitable goods, …

12A: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 with each other; but subject to the provisions of …

12A: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 the parties shall determine which warranty is do…

12A: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 reasonable to expect that such person may use, …

12A: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 term is F.O.B. the place of shipment, the seller …

12A: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 includes cost and freight to the named destination. (…

12A: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 landed weights" , "delivered weights" , "out tu…

12A: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 ship which has reached a place at the named port o…

12A:2-323 Form of bill of lading required in overseas shipment; "overseas." 12A: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…

12A: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 arrival but he assumes no obligation that the good…

12A: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 the buyer's obligation to pay. If the letter of …

12A:2-326. Sale on approval and sale or return; rights of creditors 12A: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) …

12A: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 until acceptance; and (b) use of the goods consis…

12A: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 customary manner. Where a bid is made while the ham…

12A:2-329. Short title This act shall be known and may be cited as the "Artworks Consignment Act." L. 1987, c. 132, s. 1.

12A:2-330. Definitions As used in this act: (1) "Art dealer" means a person engaged in the business of selling crafts and works of fine art, other than a person exclusively engaged in the business of selling goods at public auction. (2) "Artist" means an individual who is the cre…

12A:2-331. Terms of consignment When an artist or an artist's representative delivers or causes the delivery of a craft or work of fine art to an art dealer to be sold by the art dealer for a commission, the transfer to and acceptance by the art dealer of the craft or work of fin…

12A:2-332. Protection of consignor from creditors of consignee (1) Notwithstanding the provision of N.J.S. 12A:2-326, the consignor may be protected against the creditors of the consignee where: (a) the consignee or consignor places a sign on the craft or work of fine art which s…

12A:2-333. Consignments protected from creditors Crafts or works of fine art placed on consignment in compliance with the provisions of subsection (1) of section 4 are not subject to the claims, liens or security interests of the creditors of the consignee or art dealer. L. 1987,…

12A:2-334. Consignment agreement An art dealer shall not accept a craft or work of fine art for a commission on consignment unless, before the time of acceptance, the art dealer conveys to the consignor a written receipt describing the craft or work of fine art delivered to the a…

12A:2-335. Civil liability of consignee An art dealer who accepts a craft or work of fine art on consignment shall be liable in a civil action brought by the consignor for the loss of or damages to the craft or work of fine art. L. 1987, c. 132, s. 7.

12A:2-336. Waiver of rights of consignor A consignor may not waive his rights under this act unless the waiver is clear, conspicuous and in writing. L. 1987, c. 132, s. 8.

12A:2-401 Passing of title; reservation for security; limited application of this section. 12A:2-401. Passing of title; reservation for security; limited application of this section. Each provision of this Chapter with regard to the rights, obligations and remedies of the seller,…

12A: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 subject to the buyer's rights to recover the goods…

12A:2-403. Power to transfer; good faith purchase of goods; "entrusting" 12A:2-403. Power to transfer; good faith purchase of goods; "entrusting". (1) A purchaser of goods acquires all title which the transferor had or had power to transfer except that a purchaser of a limited in…

12A: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 though the goods so identified are non-conforming a…

12A:2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency 12A:2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency. (1) Subject to subsections (2) and (3) and even though the goods have not been shipped, a buy…

12A:2-503 Manner of seller's tender of delivery. 12A: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 ta…

12A: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 the goods in the possession of such a carrier an…

12A:2-505 Seller's shipment under reservation. 12A: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 secur…

12A:2-506 Rights of financing agency. 12A: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 draft a…

12A: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 acceptance of the goods and to payment according to t…

12A: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 notify the buyer of his intention to cure and may th…

12A:2-509 Risk of loss in the absence of breach. 12A: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 pa…

12A: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 the buyer rightfully revokes acceptance he may …

12A: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 or in any manner current in the ordinary cour…

12A:2-512 Payment by buyer before inspection; exceptions. 12A:2-512. (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 inspection; or (b) despite te…

12A: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 acceptance to inspect them at any reasonable place and …

12A: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 three days after presentment; otherwise, only on payment. …

12A: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 evidence has the right to inspect, test and sample the…

12A:2-601. Buyer's rights on improper delivery Subject to the provisions of this Chapter on breach in installment contracts (12A:2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (12A:2-718 and 2-719), if the goods or the tender of deliver…

12A: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 provisions of the two following sections on rejected go…

12A:2-603. Merchant buyer's duties as to rightfully rejected goods (1) Subject to any security interest in the buyer (subsection (3) of 12A:2-711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goo…

12A: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 rejection the buyer may store the rejected goods …

12A:2-605 Waiver of buyer's objections by failure to particularize. 12A: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…