Title 13, Commercial Transactions

Final expression: parol or extrinsic evidence [UCC 2-202] 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 in…

Seals inoperative [UCC 2-203] 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.

(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…

Firm offers [UCC 2-205] An offer by a merchant to buy or sell goods in a signed record 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…

(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 that is sent within a reasonable time operates as an acceptance even though it states terms additional or different from those offered or agreed upon, unless acceptance is expressly made conditional …

Modification, rescission, and waiver [UCC 2-209] (A) An agreement modifying a contract within sections 1302.01 to 1302.98 of the Revised Code, needs no consideration to be binding. (B) A signed agreement which excludes modification or rescission except by a signed writing or othe…

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

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.

(A) 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 li…

Where the provisions of sections 1302.01 to 1302.98, inclusive, of the Revised Code allocate 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.

(A) 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. (B) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the selle…

(A) 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: (1) nothing is said as to price; or (2) the price is left to be agreed by the parties and they fail…

(A) 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 esti…

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 lots the price if it can be apportioned may be de…

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 of contracting are in some other place, that place …

(A) The time for shipment or delivery or any other action under a contract if not provided in sections 1302.01 to 1302.98, inclusive, of the Revised Code or agreed upon shall be a reasonable time. (B) Where the contract provides for successive performances but is indefinite in du…

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 seller is authorized to send the goods the seller may ship them under reservation, and may tende…

(A) An agreement for sale which is otherwise sufficiently definite as provided in division (C) of section 1302.07 of the Revised Code 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 specifi…

(A) Subject to division (B) of this section there is in a contract for sale a warranty by the seller that: (1) The title conveyed shall be good, and its transfer rightful; and (2) the goods shall be delivered free from any security interest or other lien or encumbrance of which t…

(A) Express warranties by the seller are created as follows: (1) 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 …

(A) Unless excluded or modified as provided in section 1302.29 of the Revised Code, 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 …

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 or judgment to select or furnish suitable goods, there is unless excluded or modified under section 1302.29 o…

(A) 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 with each other; but subject to the provisions of section 1302.05 of the Revised Code on parol or ext…

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 the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply: (A…

A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by b…

(A) 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: (1) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods i…

(A) The term C.I.F. means 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. (B) Unless otherwise agreed and even thoug…

Under a contract containing a term C.I.F. or C. & F.: (A) Where the price is based on or is to be adjusted according to "net landed weights ", "delivered weights ", "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. …

(A) 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…

(A) 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 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., rec…

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 arrival but he assumes no obligation that the goods will arrive unless he has caused the…

(A) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (B) 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 noti…

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

(A) Under a sale on approval unless otherwise agreed: (1) although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and (2) use of the goods consistent with the purpose of trial is not acceptance but failure season…

(A) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (B) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptanc…

Each provision of sections 1302.01 to 1302.98 of the Revised Code with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers, or other third parties applies irrespective of title to the goods except where the provision refers to that title. Insofar …

(A) Except as provided in divisions (B) and (C) of this section, 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 pursuant to sections 1302.46 and 1302.90 of …

(A) A purchaser of goods acquires all title which the 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 a good fait…

(A) 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 non conforming and he has an option to return or reject them. Such identification can be m…

(A) Subject to divisions (B) and (C) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under section 1302.45 of the Revised Code, may on making and keeping good a ten…

(A) 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 secti…

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must: (A) put the goods in the possession of such a carrier and make such a contract for th…

(A) Where the seller has identified goods to the contract by or before shipment: (1) the seller's procurement of a negotiable bill of lading to the seller's own order or otherwise reserves in the seller a security interest in the goods. The seller's procurement of the bill to the…

(A) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods i…

(A) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. (B) Where payment is due and demanded on the de…