Title 5 — Uniform Commercial Code
40 chapters · 413 sections in this title.
5 CMC § 2301 General Obligations of Parties
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2301. 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. Source: PL 3-56, § 1 (§ 2301).
5 CMC § 2302 Unconscionable Contract or Clause
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2302. 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 …
5 CMC § 2303 Allocation or Division of Risks
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2303. Allocation or Division of Risks. Where this division 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. S…
5 CMC § 2304 Price Payable in Money, Goods, Realty, or Otherwise
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2304. 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) …
5 CMC § 2305 Open Price Term
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2305. 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 …
5 CMC § 2306 Output, Requirements and Exclusive Dealings
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2306. 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 …
5 CMC § 2307 Delivery in Single Lot or Several Lots
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2307. 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 eit…
5 CMC § 2308 Absence of Specified Place for Delivery
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2308. 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 w…
5 CMC § 2309 Absence of Specific Time Provisions; Notice of Termination
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2309. 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 division or agreed upon shall be a reasonable time. (2) Where …
5 CMC § 2310 Open Time for Payment or Running of Credit; Authority to Ship Under Reservation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2310. 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 shipme…
5 CMC § 2311 Options and Cooperation Respecting Performance
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2311. Options and Cooperation Respecting Performance. (1) An agreement for sale which is otherwise sufficiently definite (5 CMC § 2204(3)) to be a contract is not made invalid by the fact that it leaves particulars of performan…
5 CMC § 2312 Warranty of Title and Against Infringment; Buyer's Obligation Against Infringement
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2312. Warranty of Title and Against Infringement; Buyer’s Obligation Against Infringement. (1) Subject to subsection (2) of this section there is in a contract for sale a warranty by the seller that: (a) The title conveyed shal…
5 CMC § 2313 Express Warranties by Affirmation, Promise, Description, Sample
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2313. Express Warranties by Affirmation, Promise, Description, Sample. (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 goo…
5 CMC § 2314 Implied Warranty: Merchantability; Usage of Trade
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2314. Implied Warranty: Merchantability; Usage of Trade. (1) Unless excluded or modified (5 CMC § 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with r…
5 CMC § 2315 Implied Warranty: Fitness for Particular Purpose
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2315. 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 …
5 CMC § 2316 Exclusion or Modification of Warranties
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2316. 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 w…
5 CMC § 2317 Cumulation and Conflict of Warranties Express or Implied
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2317. 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…
5 CMC § 2318 Third Party Beneficiaries of Warranties Express or Implied
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2318. Third Party Beneficiaries of Warranties Express or Implied. 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 injure…
5 CMC § 2319 F.O.B. and F.A.S. Terms
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2319. 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 …
5 CMC § 2320 C.I.F. and C. & F. Terms
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2320. 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 incl…
5 CMC § 2321 C.I.F. or C. & F.: "Net Landed Weights"; "Payment on Arrival"; Warranty of Condition on Arrival
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2321. 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…
5 CMC § 2322 Delivery "Ex-Ship."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2322. 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 s…
5 CMC § 2323 Form of Bill of Lading Required in Overseas Shipment; "Overseas."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2323. 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 otherwise agreed must obtai…
5 CMC § 2324 "No Arrival, No Sale" Term
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2324. “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 a…
5 CMC § 2325 "Letter of Credit" Term; "Confirmed Credit."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2325. “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…
5 CMC § 2326 Sale on Approval and Sale or Return; Consignment Sales and Rights of Creditors
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2326. Sale on Approval and Sale or Return; Consignment Sales and 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…
5 CMC § 2327 Special Incidents of Sale on Approval and Sale or Return
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2327. 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…
5 CMC § 2328 Sale by Auction
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2328. 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 cu…
5 CMC § 3301 Rights of a Holder
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3301. Rights of a Holder. The holder of an instrument whether or not he is the owner may transfer or negotiate it and, except as otherwise provided in 5 CMC § 3603 on payment or satisfaction, discharge it or enforce …
5 CMC § 3302 Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3302. Holder in Due Course. (1) A holder in due course is a holder who takes the instrument: (a) For value; and (b) In good faith; and (c) Without notice that it is overdue or has been dishonored or of any defense ag…
5 CMC § 3303 Taking for Value
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3303. Taking for Value. A holder takes the instrument for value: (a) To the extent that the agreed consideration has been performed or that he acquires a security interest in or a lien on the instrument otherwise tha…
5 CMC § 3304 Notice to Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3304. Notice to Purchaser. (1) The purchaser has notice of a claim or defense if: (a) The instrument is so incomplete, bears such visible evidence of forgery or alteration, or is otherwise so irregular as to call int…
5 CMC § 3305 Rights of a Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3305. Rights of a Holder in Due Course. To the extent that a holder is a holder in due course he takes the instrument free from: (1) All claims to it on the part of any person; and (2) All defenses of any party to th…
5 CMC § 3306 Rights of One Not Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3306. Rights of One Not Holder in Due Course. Unless he has the rights of a holder in due course any person takes the instrument subject to: (a) All valid claims to it on the part of any person; and (b) All defenses …
5 CMC § 3307 Burden of Establishing Signatures, Defenses and Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3307. Burden of Establishing Signatures, Defenses and Due Course. (1) Unless specifically denied in the pleadings each signature on an instrument is admitted. When the effectiveness of a signature is put in issue: (a…
5 CMC § 4301 Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4301. Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor. (1) Where an authorized settlement for a demand item (other than a documentary draft) received by a payor bank otherwise …
5 CMC § 4302 Payor Bank's Responsibility for Late Return of Item
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4302. Payor Bank’s Responsibility for Late Return of Item. In the absence of a valid defense such as breach of a presentment warranty (5 CMC § 4207(1)), settlement effected or the like, if an item is pre…
5 CMC § 4303 When Items Subject to Notice, Stop-Order, Legal Process or Set-Off; Order in Which Items May Be Charged or Certified
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4303. When Items Subject to Notice, Stop-Order, Legal Process or Setoff; Order in Which Items May Be Charged or Certified. (1) Any knowledge, notice or stop-order received by, legal process served upon o…
5 CMC § 7301 Liability for Non-Receipt or Misdescription; "Said to Contain"; "Shipper's Load and Count"; Improper Handling
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7301. Liability for Non-Receipt or Misdescription; “Said to Contain”; “Shipper’s Load and Count”; Improper Handling. (1) A consignee of a non-negotiable bill who has been given value in good faith or a holder…
5 CMC § 7302 Through Bills of Lading and Similar Documents
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7302. Through Bills of Lading and Similar Documents. (1) The issuer of a through bill of lading or other document embodying an undertaking to be performed in part by persons acting as its agents or by connect…
5 CMC § 7303 Diversion; Reconsignment; Change of Instructions
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7303. Diversion; Reconsignment; Change of Instructions. (1) Unless the bill of lading otherwise provides, the carrier may deliver the goods to a person or destination other than that stated in the bill or may…
5 CMC § 7304 Bills of Lading in a Set
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7304. Bills of Lading in a Set. (1) Except where customary in overseas transportation, a bill of lading must not be issued in a set of parts. The issuer is liable for damages caused by violation of this subse…
5 CMC § 7305 Destination Bills
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7305. Destination Bills. (1) Instead of issuing a bill of lading to the consignor at the place of shipment a carrier may at the request of the consignor procure the bill to be issued at destination or at any …
5 CMC § 7306 Altered Bills of Lading
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7306. Altered Bills of Lading. An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. Source: PL 3-56, § 1 (§ 7306).
5 CMC § 7307 Lien of Carrier
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7307. Lien of Carrier. (1) A carrier has a lien on the goods covered by a bill of lading for charges subsequent to the date of its receipt of the goods for storage or transportation (including demurrage and t…
5 CMC § 7308 Enforcement of Carrier's Lien
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7308. Enforcement of Carrier’s Lien. (1) A carrier’s lien may be enforced by public or private sale of the goods, in block or in parcels, at any time or place and on any terms which are commercially reasonabl…
5 CMC § 7309 Duty of Care; Contractual Limitation of Carrier's Liability
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7309. Duty of Care; Contractual Limitation of Carrier’s Liability. (1) A carrier who issues a bill of lading whether negotiable or non-negotiable must exercise the degree of care in relation to the goods whic…
5 CMC § 8301 Rights Acquired by Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8301. Rights Acquired by Purchaser. (1) Upon transfer of a security to a purchaser (5 CMC § 8313), the purchaser acquires the rights in the security which his transferor had or had actual authority to convey unl…
5 CMC § 8302 "Bona Fide Purchaser"; "Adverse Claim"; Title Acquired by Bona Fide Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8302. “Bona Fide Purchaser”; “Adverse Claim”; Title Acquired by Bona Fide Purchaser. (1) A “bona fide purchaser” is a purchaser for value in good faith and without notice of any adverse claim: (a) Who takes deli…
5 CMC § 8303 "Broker."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8303. “Broker.” “Broker” means a person engaged for all or part of his time in the business of buying and selling securities, who in the transaction concerned acts for, buys a security from, or sells a security …