Title UCC, Uniform Commercial Code

Section 13--102. Laws Repealed; Provision for Transition.\n (1) Of the laws enumerated in the schedule hereto annexed following\nSection 10-105 of this Act and subject to the provisions of this\nArticle, that portion specified in the last column is hereby REPEALED.\n (2) Transact…

Section 13--103. Inconsistent Laws; Which Law Governs.\n If any other provision of law is inconsistent with this Act, this Act\nshall govern unless this Act or such inconsistent provision of law\nspecifically provides otherwise.\n

Section 13--104. Laws Not Repealed.\n The Article on Documents of Title (Article 7) does not repeal or\nmodify any laws prescribing the form or contents of documents of title\nor the services or facilities to be afforded by bailees, or otherwise\nregulating bailees' businesses in…

Section 13--105. Effective Date.\n This Act shall take effect September twenty-seventh, nineteen hundred\nsixty-four.\n

Section 2--101. Short Title.\n This Article shall be known and may be cited as Uniform Commercial\nCode--Sales.\n

Section 2--102. Scope; Certain Security and Other Transactions Excluded\n From This Article.\n (1) Unless the context otherwise requires, and except as provided in\nsubsection (3), this Article applies to transactions in goods and, in\nthe case of a hybrid transaction, it applies…

Section 2--103. Definitions and Index of Definitions.\n (1) In this Article unless the context otherwise requires\n (a) "Buyer" means a person who buys or contracts to buy goods.\n (b) "Good faith" in the case of a merchant means honesty in fact\n and the observance of reasonable…

Section 2--104. Definitions: "Merchant"; "Between Merchants"; "Financing\n Agency".\n (1) "Merchant" means a person who deals in goods of the kind or\notherwise by his occupation holds himself out as having knowledge or\nskill peculiar to the practices or goods involved in the tr…

Section 2--105. Definitions: Transferability; "Goods"; "Future" Goods;\n "Lot"; "Commercial Unit".\n (1) "Goods" means all things (including specially manufactured goods)\nwhich are movable at the time of identification to the contract for sale\nother than the money in which the …

Section 2--106. Definitions. "Contract"; "Agreement"; "Contract for\n Sale"; "Sale"; "Present Sale"; "Conforming" to\n Contract; "Termination"; "Cancellation"; "Hybrid\n Transaction".\n (1) In this Article, unless the context otherwise requires, "contract"\nand "agreement" are li…

Section 2--107. Goods to Be Severed From Realty: Recording.\n (1) A contract for the sale of minerals or the like (including oil and\ngas) or a structure or its materials to be removed from realty is a\ncontract for the sale of goods within this Article if they are to be\nsevered…

Section 2--201. Formal Requirements; Statute of Frauds.\n (1) Except as otherwise provided in this section a contract for the\nsale of goods for the price of $500 or more is not enforceable by way of\naction or defense unless there is a record sufficient to indicate that a\ncontr…

Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.\n Terms with respect to which the confirmatory memoranda of the parties\nagree or which are otherwise set forth in a record intended by the\nparties as a final expression of their agreement with respect to suc…

Section 2--203. Seals Inoperative.\n The affixing of a seal to a record evidencing a contract for sale or\nan offer to buy or sell goods does not constitute the record a sealed\ninstrument and the law with respect to sealed instruments does not apply\nto such a contract or offer.…

Section 2--204. Formation in General.\n (1) A contract for sale of goods may be made in any manner sufficient\nto show agreement, including conduct by both parties which recognizes\nthe existence of such a contract.\n (2) An agreement sufficient to constitute a contract for sale …

Section 2--205. Firm Offers.\n An offer by a merchant to buy or sell goods in a signed record which\nby its terms gives assurance that it will be held open is not revocable,\nfor lack of consideration, during the time stated or if no time is\nstated for a reasonable time, but in …

Section 2--206. Offer and Acceptance in Formation of Contract.\n (1) Unless otherwise unambiguously indicated by the language or\ncircumstances\n (a) an offer to make a contract shall be construed as inviting\n acceptance in any manner and by any medium reasonable in the\n circum…

Section 2--207. Additional Terms in Acceptance or Confirmation.\n (1) A definite and seasonable expression of acceptance or a written\nconfirmation which is sent within a reasonable time operates as an\nacceptance even though it states terms additional to or different from\nthose…

Section 2--208. Course of Performance or Practical Construction.\n (1) Where the contract for sale involves repeated occasions for\nperformance by either party with knowledge of the nature of the\nperformance and opportunity for objection to it by the other, any course\nof perfor…

Section 2--209. Modification, Rescission and Waiver.\n (1) An agreement modifying a contract within this Article needs no\nconsideration to be binding.\n (2) A signed agreement which excludes modification or rescission\nexcept by a signed writing or other signed record cannot be …

Section 2--210. Delegation of Performance; Assignment of Rights.\n (1) A party may perform his duty through a delegate unless otherwise\nagreed or unless the other party has a substantial interest in having\nhis original promisor perform or control the acts required by the\ncontr…

Section 2--301. General Obligations of Parties.\n The obligation of the seller is to transfer and deliver and that of\nthe buyer is to accept and pay in accordance with the contract.\n

Section 2--302. Unconscionable Contract or Clause.\n (1) If the court as a matter of law finds the contract or any clause\nof the contract to have been unconscionable at the time it was made the\ncourt may refuse to enforce the contract, or it may enforce the\nremainder of the co…

Section 2--303. Allocation or Division of Risks.\n Where this Article allocates a risk or a burden as between the parties\n"unless otherwise agreed", the agreement may not only shift the\nallocation but may also divide the risk or burden.\n

Section 2--304. Price Payable in Money, Goods, Realty, or Otherwise.\n (1) The price can be made payable in money or otherwise. If it is\npayable in whole or in part in goods each party is a seller of the goods\nwhich he is to transfer.\n (2) Even though all or part of the price …

Section 2--305. Open Price Term.\n (1) The parties if they so intend can conclude a contract for sale\neven though the price is not settled. In such a case the price is a\nreasonable price at the time for delivery if\n (a) nothing is said as to price; or\n (b) the price is left t…

Section 2--306. Output, Requirements and Exclusive Dealings.\n (1) A term which measures the quantity by the output of the seller or\nthe requirements of the buyer means such actual output or requirements\nas may occur in good faith, except that no quantity unreasonably\ndispropo…

Section 2--307. Delivery in Single Lot or Several Lots.\n Unless otherwise agreed all goods called for by a contract for sale\nmust be tendered in a single delivery and payment is due only on such\ntender but where the circumstances give either party the right to make\nor demand …

Section 2--308. Absence of Specified Place for Delivery.\n Unless otherwise agreed\n (a) the place for delivery of goods is the seller's place of business\nor if he has none his residence; but\n (b) in a contract for sale of identified goods which to the knowledge\nof the parties…

Section 2--309. Absence of Specific Time Provisions; Notice of\n Termination.\n (1) The time for shipment or delivery or any other action under a\ncontract if not provided in this Article or agreed upon shall be a\nreasonable time.\n (2) Where the contract provides for successive…

Section 2--310. Open Time for Payment or Running of Credit; Authority to\n Ship Under Reservation.\n Unless otherwise agreed\n (a) payment is due at the time and place at which the buyer is to\nreceive the goods even though the place of shipment is the place of\ndelivery; and\n (…

Section 2--311. Options and Cooperation Respecting Performance.\n (1) An agreement for sale which is otherwise sufficiently definite\n(subsection (3) of Section 2--204) to be a contract is not made invalid\nby the fact that it leaves particulars of performance to be specified by\…

Section 2--312. Warranty of Title and Against Infringement; Buyer's\n Obligation Against Infringement.\n (1) Subject to subsection (2) there is in a contract for sale a\nwarranty by the seller that\n (a) the title conveyed shall be good, and its transfer rightful;\n and\n (b) the…

Section 2--313. Express Warranties by Affirmation, Promise, Description,\n Sample.\n (1) Express warranties by the seller are created as follows:\n (a) Any affirmation of fact or promise made by the seller to the\n buyer which relates to the goods and becomes part of the\n basis …

Section 2--314. Implied Warranty: Merchantability; Usage of Trade.\n (1) Unless excluded or modified (Section 2--316), a warranty that the\ngoods shall be merchantable is implied in a contract for their sale if\nthe seller is a merchant with respect to goods of that kind. Under t…

Section 2--315. Implied Warranty: Fitness for Particular Purpose.\n Where the seller at the time of contracting has reason to know any\nparticular purpose for which the goods are required and that the buyer\nis relying on the seller's skill or judgment to select or furnish\nsuita…

Section 2--316. Exclusion or Modification of Warranties.\n (1) Words or conduct relevant to the creation of an express warranty\nand words or conduct tending to negate or limit warranty shall be\nconstrued wherever reasonable as consistent with each other; but subject\nto the pro…

Section 2--317. Cumulation and Conflict of Warranties Express or\n Implied.\n Warranties whether express or implied shall be construed as consistent\nwith each other and as cumulative, but if such construction is\nunreasonable the intention of the parties shall determine which wa…

Section 2--318. Third Party Beneficiaries of Warranties Express or\n Implied.\n A seller's warranty whether express or implied extends to any natural\nperson if it is reasonable to expect that such person may use, consume\nor be affected by the goods and who is injured in person …

Section 2--319. F. O. B. and F. A. S. Terms.\n (1) Unless otherwise agreed the term F. O. B. (which means "free on\nboard") at a named place, even though used only in connection with the\nstated price, is a delivery term under which\n (a) when the term is F. O. B. the place of sh…

Section 2--320. C. I. F. and C. & F. Terms.\n (1) The term C. I. F. means that the price includes in a lump sum the\ncost of the goods and the insurance and freight to the named\ndestination. The term C. & F. or C. F. means that the price so includes\ncost and freight to the name…

Section 2--321. C. I. F. or C. & F.: "Net Landed Weights"; "Payment on\n Arrival"; Warranty of Condition on Arrival.\n Under a contract containing a term C. I. F. or C. & F.\n (1) Where the price is based on or is to be adjusted according to "net\nlanded weights", "delivered weig…

Section 2--322. Delivery "Ex-Ship".\n (1) Unless otherwise agreed a term for delivery of goods "ex-ship"\n(which means from the carrying vessel) or in equivalent language is not\nrestricted to a particular ship and requires delivery from a ship which\nhas reached a place at the n…

Section 2--323. Form of Bill of Lading Required in Overseas Shipment;\n "Overseas".\n (1) Where the contract contemplates overseas shipment and contains a\nterm C. I. F. or C. & F. or F. O. B. vessel, the seller unless otherwise\nagreed must obtain a negotiable bill of lading sta…

Section 2--324. "No Arrival, No Sale" Term.\n Under a term "no arrival, no sale" or terms of like meaning, unless\notherwise agreed,\n (a) the seller must properly ship conforming goods and if they arrive\nby any means he must tender them on arrival but he assumes no obligation\n…

Section 2--325. "Letter of Credit" Term; "Confirmed Credit".\n (1) Failure of the buyer seasonably to furnish an agreed letter of\ncredit is a breach of the contract for sale.\n (2) The delivery to seller of a proper letter of credit suspends the\nbuyer's obligation to pay. If th…

Section 2--326. Sale on Approval and Sale or Return; Rights of\n Creditors.\n (1) Unless otherwise agreed, if delivered goods may be returned by the\nbuyer even though they conform to the contract, the transaction is\n (a) a "sale on approval" if the goods are delivered primarily…

Section 2--327. Special Incidents of Sale on Approval and Sale or\n Return.\n (1) Under a sale on approval unless otherwise agreed\n (a) although the goods are identified to the contract the risk of\n loss and the title do not pass to the buyer until acceptance;\n and\n (b) use o…

Section 2--328. Sale by Auction.\n (1) In a sale by auction if goods are put up in lots each lot is the\nsubject of a separate sale.\n (2) A sale by auction is complete when the auctioneer so announces by\nthe fall of the hammer or in other customary manner. Where a bid is made\n…

Section 2--401. Passing of Title; Reservation for Security; Limited\n Application of This Section.\n Each provision of this Article with regard to the rights, obligations\nand remedies of the seller, the buyer, purchasers or other third parties\napplies irrespective of title to t…