Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:1-105. Severability. 12A:1-105. 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 b…

12A:1-106. Use of singular and plural; gender. 12A:1-106. Use of Singular and Plural; Gender. In the Uniform Commercial Code, unless the statutory context otherwise requires: a. Words in the singular number include the plural, and those in the plural include the singular; and b. …

12A:1-107. Section captions. 12A:1-107. Section Captions. Section captions are part of the Uniform Commercial Code. L.2013, c.65, s.1.

12A:1-108. Relation to electronic signatures in Global and National Commerce Act. 12A: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,…

12A:1-201. General definitions. 12A: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 Chapters of the Uniform Commercial Code that apply to particular Chapters or par…

12A:1-202. Notice; knowledge. 12A:1-202. Notice; Knowledge. a. Subject to subsection f. of this section, 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 kno…

12A:1-203. Lease distinguished from security interest. 12A: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 crea…

12A:1-204. Value. 12A:1-204. Value. Except as otherwise provided in Chapters 3, 4, 5, and 6, a person gives value for rights if the person acquires them: a. In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not dr…

12A:1-205. Reasonable time; seasonableness. 12A:1-205. Reasonable Time; Seasonableness. a. 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. b. An action is taken seasonably i…

12A:1-206. Presumptions. 12A:1-206. 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 support…

12A:1-301. Territorial applicability; parties' power to choose applicable law. 12A: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 …

12A:1-302. Variation by agreement. 12A:1-302. Variation by Agreement. a. Except as otherwise provided in subsection b. of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. b. The obligatio…

12A:1-303. Course of performance, course of dealing, and usage of trade. 12A: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 agreemen…

12A:1-304. Obligation of good faith. 12A:1-304. Obligation of Good Faith. Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. L.2013, c.65, s.1.

12A:1-305. Remedies to be liberally administered. 12A:1-305. Remedies to Be Liberally Administered. a. The remedies provided by the Uniform Commercial Code shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party h…

12A:1-306. Waiver of renunciation of claim or right after breach. 12A:1-306. Waiver of 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…

12A:1-307. Prima facie evidence by third party documents. 12A:1-307. 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 an…

12A:1-308. Performance or acceptance under reservation of rights. 12A: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 th…

12A:2-101. Short title This Chapter shall be known and may be cited as Uniform Commercial Code--Sales. L.1961, c. 120, s. 2-101.

12A:2-102. Scope; certain security and other transactions excluded from this chapter Unless the context otherwise requires, this Chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or prese…

12A:2-103 Definitions and index of definitions. 12A:2-103. Definitions and index of definitions. (1) In this chapter 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 f…

12A: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 transaction …

12A: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 price is t…

12A:2-106. Definitions: "contract" ; "agreement" ; "contract for sale" ; "sale" ; "present sale" ; "conforming" to contract; "termination" ; "cancellation" (1) In this Chapter unless the context otherwise requires "contract" and "agreement" are limited to those relating to the pr…

12A: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 this chapter if they are to be severed by the sel…

12A: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 some writing sufficient to indicate that a contract for…

12A: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 terms a…

12A: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. L.1961, …

12A: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 found…

12A: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 event m…

12A: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) an…

12A: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 or…

12A: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 accep…

12A:2-209. Modification, rescission and waiver (1) An agreement modifying a contract within this Chapter 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, bu…

12A:2-210. Delegation of performance; assignment of rights 12A: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 …

12A: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.1961, c. 120, s. 2-302.

12A: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 may enforce the remainder of the contract with…

12A:2-303. Allocation or division of risks Where this Chapter 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. L.1961, c. 120, s. 2-303.

12A: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) Even though all or part of the price is payable i…

12A: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 price; or (b) the price is left to be agreed by…

12A: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 that no quantity unreasonably disproportionate to…

12A: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 either party the right to make or demand delivery in…

12A: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 which to the knowledge of the parties at the time o…

12A: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 Chapter or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances…

12A: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 is the place of delivery; and (b) if the selle…

12A:2-311. Options and cooperation respecting performance (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of 12A:2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the part…