Chapter 25

(a) This Chapter may be cited as the Uniform Commercial Code. (b) This Article may be cited as Uniform Commercial Code - General Provisions. (1965, c. 700, s. 1; 2006-112, s. 1.)

Except as provided in G.S. 25-1-301, this Article applies to a transaction to the extent that it is governed by another Article of this Chapter. (2006-112, s. 1.)

(a) This Chapter shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) To simplify, clarify, and modernize the law governing commercial transactions; (2) To permit the continued expansion of commercial practices through custom, u…

This Chapter being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. (1965, c. 700, s. 1; 2006-112, s. 1.)

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 that can be given effect without the invalid provision or application, and to this end the …

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. (1965, c. 700, s. 1; 2006-112, s. 1.)

Section captions are part of this Chapter. The subsection headings in Article 9 of this Chapter are not parts of this Chapter. (1965, c. 700, s. 1; 2000-169, s. 4; 2006-112, s. 1.)

This Article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, et seq., except that nothing in this Article modifies, limits, or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any…

(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 of this Chapter, have the meanings stated. (b) Subject to definitions conta…

(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 known to the person at the time in question, has reason to kn…

(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 the lessee is to pay the lessor for the right to possessio…

Except as otherwise provided in Articles 3, 4, 5, and 12, of this Chapter, a person gives value for rights if the person acquires them in any of the following ways: (1) In return for a binding commitment to extend credit or for the extension of immediately available credit, wheth…

(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 time is agreed, at or within a reasonable time. …

Whenever this Chapter 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 nonexistence. (1899, c. 733, ss. 25, 56, 191; …

(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 State or of the other state or nation governs their rights and duties. Except as ot…

(a) Except as otherwise provided in subsection (b) of this section 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 Chapter may not be discl…

(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 occasions for performance by a party; and (2) The other party, with knowledge …

Every contract or duty within this Chapter imposes an obligation of good faith in its performance and enforcement. (1965, c. 700, s. 1; 2006-112, s. 1.)

(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 damages nor penal damages may be had except as specifical…

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. (1965, c. 700, s. 1; 2006-112, s. 1; 2025-25, s. 111.)

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 to be issued by a third party is prima facie evidence of its…

(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. Such words as "without prejudice," "under protest," or the like are s…

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, means that the party has power to do so only…

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 creditor of the person obligated. Subordinati…

This act shall become effective at midnight on June 30, 1967. It applies to transactions entered into and events occurring after that date. (1965, c. 700, s. 11.)

(1) The following acts and all other acts and parts of acts inconsistent herewith are hereby repealed: Uniform Negotiable Instruments Act, G.S. 25-1 through G.S. 25-199. Uniform Warehouse Receipts Act, G.S. 27-1 through G.S. 27-53. Uniform Bills of Lading Act, G.S. 21-1 through G…

Except as provided in the following section, all acts and parts of acts inconsistent with this act are hereby repealed. (1965, c. 700, s. 6.)

Any security interest subject to article 9 of the Uniform Commercial Code and which is perfected by filing or otherwise under the Uniform Commercial Code, article 9, shall not be subject in any way to chapter 47 of the North Carolina General Statutes. (1965, c. 700, s. 4.)

This Article may be cited as Uniform Commercial Code - Controllable Electronic Records. (2025-25, s. 57.)

(a) Article 12 Definitions. - In this Article, the following definitions apply: (1) Account debtor. - Defined in G.S. 25-9-102. (2) Chattel paper. - Defined in G.S. 25-9-102. (3) Controllable account. - Defined in G.S. 25-9-102. (4) Controllable electronic record. - A record stor…

(a) Article 9 Governs in Case of Conflict. - If there is conflict between this Article and Article 9 of this Chapter, Article 9 of this Chapter governs. (b) Applicable Consumer Law and Other Laws. - A transaction subject to this Article is subject to any applicable rule of law th…

(a) Applicability of Section to Controllable Account and Controllable Payment Intangible. - This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (c), (d), (…

(a) General Rule for Control of Controllable Electronic Record. - A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record, or a system in which the electronic record is recorded doe…

(a) Discharge of Account Debtor. - An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying either of the following persons: (1) The person having control of the controllable electronic record that evidences the control…

(a) General Rule for Governing Law. - Except as provided in subsection (b) of this section, the local law of a controllable electronic record's jurisdiction governs a matter covered by this Article. (b) Governing Law for G.S. 25-12-106. - For a controllable electronic record that…

This article shall be known and may be cited as Uniform Commercial Code-Sales. (1965, c. 700, s. 1.)

(a) Unless the context otherwise requires, and except as provided in subsection (c) of this section, this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (b) of this section. (b) In a hybrid transa…

(a) In this Article, the following definitions apply: (1) Acceptance. - Defined in G.S. 25-2-606. (2) Banker's credit. - Defined in G.S. 25-2-325. (3) Between merchants. - Defined in G.S. 25-2-104. (4) Buyer. - A person that buys or contracts to buy goods. (5) Cancellation. - Def…

Definitions: "Merchant"; "between merchants"; "financing agency." (a) "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 or to whom s…

Definitions: "Transferability"; "goods"; "future" goods; "lot"; "commercial unit." (a) "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 to be paid,…

Definitions: "Contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "layaway contract"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction." (a) In this Article, "contract" and "agreement" are limited to those relating to the present or fu…

(a) 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 seller but until severance a purported present sale there…

(a) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500.00) or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between…

Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to the terms included in it shall not be contradicted by evidence of any prior agr…

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not render the record a sealed instrument, and the law with respect to sealed instruments does not apply to the contract or offer. (1965, c. 700, s. 1; 2025-25, s. 118.)

(a) 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. (b) An agreement sufficient to constitute a contract for sale may be found even though the moment of its m…

An offer by a merchant to buy or sell goods in a signed record that 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 shall the period of irrevo…

(a) Unless otherwise unambiguously indicated by the language or circumstances (1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (2) an order or other offer to buy goods for prompt or current …

(a) 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 agreed upon, unless acceptance is expressly made conditio…

(a) An agreement modifying a contract within this Article needs no consideration to be binding. (b) A signed agreement that excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merch…