Title 41 — Uniform Commercial Code

This chapter shall be known and may be cited as the Uniform Commercial Code - Sales. 41-02-02. (2-102) Scope - Certain security and other transactions excluded from this chapter. 1. Unless the context otherwise requires, and except as provided in subsection 3, this chapter applie…

1. In this chapter, unless the context otherwise requires: a. "Buyer" means a person who buys or contracts to buy goods. b. Reserved. c. "Receipt" of goods means taking physical possession of them. d. "Seller" means a person who sells or contracts to sell goods. 2. Other definiti…

1. "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. 2. "Financing agency" means a bank, finance company, or other person who in the ordinary course of business makes advances against goods or …

1. "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as…

1. In this chapter, unless the context otherwise requires: a. "Agreement" and "contract" are limited to those relating to the present or future sale of goods. b. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. c. "Present s…

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 seller but until severance a purported present sale thereo…

1. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars 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 the partie…

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 included therein may not be contradicted by evidence of any …

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 a contract or offer.

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim…

When a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract: 1. A claim for relief against the third party is in either party to the contract for sale who has title to or a security interest or…

1. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 41-02-87 or 41-02-92) shall be determined according to the price of such goods prevailing at the t…

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall b…

1. An action for breach of any contract for sale must be commenced within four years after the claim for relief has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. 2. A claim for relief accrues wh…

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 even though the moment of its mak…

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 may such period of irrevoc…

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 order or other offer to buy goods for prompt or current sh…

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 agreed upon, unless acceptance is expressly made condition…

Repealed by S.L. 2007, ch. 354, § 29.

1. An agreement modifying a contract within this chapter needs no consideration to be binding. 2. 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 merchan…

1. A party may perform that party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the other party's original promisor perform or control the acts required by the contract. No delegation of performance relieves the p…

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.

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 without the unconscionable clause, or it may so l…

When 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.

1. The price may 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 that party is to transfer. 2. Even though all or part of the price is payable in an interest in realty, the transfer of the goods and t…

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; b. The price is left to be agreed by the parties and they fail to a…

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 any stated estimate or in the absence of a stated estim…

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 if the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be dem…

Unless otherwise agreed: 1. The place for delivery of goods is the seller's place of business or, if the seller has none, the seller's residence; but 2. In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other p…

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. If the contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time but unless…

1. An agreement for sale which is otherwise sufficiently definite (subsection 3 of section 41-02-11) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith…

1. Express warranties by the seller are created as follows: a. Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or…

1. Unless excluded or modified (section 41-02-33), 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 serving for value of food or drink to be consumed eit…

If 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, there is unless excluded or modified under the next section an …

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 whenever reasonable as consistent with each other; but subject to the provisions of this chapter on parol or extrinsic evidence (section…

Warranties whether express or implied shall be construed as consistent with each other as cumulative, but if such construction is unreasonable, the intention of the parties shall determine which warranty is dominant. In ascertaining that intention, the following rules apply: 1. E…

A seller's warranty, whether express or implied, extends to any person who may reasonably be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section with respect to injury …

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 must at that place ship the goods in…

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. 2. Unless otherwise agreed and even th…

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 of destination where goods of t…

1. If the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., recei…

Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed: 1. The seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival but the seller assumes no obligation that the goods will arrive unless th…

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 credit is dishonored, the seller may on seasonable notifi…

1. Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: a. A "sale on approval" if the goods are delivered primarily for use. b. A "sale or return" if the goods are delivered primarily for resale. 2…

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. b. Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably t…

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. If a bid is made while the hammer is falling in acceptance o…

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 under this chapter (sections 41-02-50 and 41-02-95). 2. A credi…

1. A purchaser of goods acquires all title which the purchaser's transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to …

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 nonconforming and the buyer has an option to return or reject them. Such identification can…

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 the buyer to take delivery. The manner, time, and place for tender are determined by the agreement and this c…