Chapter 72 — Chapter 72

ORS 72.1010 Short title. This chapter may be cited as Uniform Commercial Code–Sales. [1961 c.726 §72.1010]

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ORS 72.1020 Scope; certain security and other transactions excluded from chapter. (1) Unless the context otherwise requires, and except as provided in subsection (3) of this section, this chapter applies to transactions in goods and, in the case of a hybrid transaction as defined in ORS 72.1060, it applies to the extent provided in subsection (2) of this section

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ORS 72.1030 Definitions and index of definitions. (1) In this chapter unless the context otherwise requires

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ORS 72.1040 Definitions: “merchant”; “financing agency”; “between merchants.” (1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by employment of an agent or broker or other intermediary who by occupation purports to have such knowledge or skill

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ORS 72.1050 Definitions: “goods”; “future” goods; “lot”; “commercial unit.” (1) “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, investment securities and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in ORS 72.1070 on goods to be severed from realty

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ORS 72.1060 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction.” (1) In this chapter, unless the context otherwise requires, “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price. A “present sale” means a sale which is accomplished by the making of the contract

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ORS 72.1070 Goods to be severed from realty; recording. (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 thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell

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ORS 72.2010 Formal requirements: statute of frauds. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 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 parties and signed by the party against whom enforcement is sought or by the authorized agent or broker of the party. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record

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ORS 72.2020 Final expression: parol or extrinsic evidence. 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 prior agreement or of a contemporaneous oral agreement but may be explained or supplemented

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ORS 72.2030 Seals inoperative. 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 such a contract or offer. [1961 c.726 §72.2030; 2025 c.33 §11]

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ORS 72.2040 Formation in general. (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

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ORS 72.2050 Firm offers. 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 irrevocability exceed three months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. [1961 c.726 §72.2050; 2025 c.33 §12]

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ORS 72.2060 Offer and acceptance in formation of contract. (1) Unless otherwise unambiguously indicated by the language or circumstances

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ORS 72.2070 Additional terms in acceptance or confirmation. (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 conditional on assent to the additional or different terms

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ORS 72.2080 [1961 c.726 §72.2080; repealed by 2009 c.181 §116]

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ORS 72.2090 Modification, rescission and waiver. (1) An agreement modifying a contract within this chapter needs no consideration to be binding

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ORS 72.2100 Delegation of performance; assignment of rights. (1) A party may perform the duty of the party 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 delegating of any duty to perform or any liability for breach

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ORS 72.3010 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. [1961 c.726 §72.3010]

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ORS 72.3020 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 it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result

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ORS 72.3030 Allocation or division of risks. Where 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. [1961 c.726 §72.3030]

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ORS 72.3040 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 the party is to transfer

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ORS 72.3050 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

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ORS 72.3060 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 that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded

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ORS 72.3070 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 either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot. [1961 c.726 §72.3070]

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ORS 72.3080 Absence of specified place for delivery. Unless otherwise agreed

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ORS 72.3090 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 chapter or agreed upon shall be a reasonable time

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ORS 72.3100 Open time for payment or running of credit; authority to ship under reservation. Unless otherwise agreed

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ORS 72.3110 Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite to be a contract within ORS 72.2040 (3) 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 and within limits set by commercial reasonableness

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ORS 72.3120 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

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ORS 72.3130 Express warranties by affirmation, promise, description, sample. (1) Express warranties by the seller are created as follows

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ORS 72.3140 Implied warranty: merchantability; usage of trade. (1) Unless excluded or modified as provided in ORS 72.3160, 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 either on the premises or elsewhere is a sale

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ORS 72.3150 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 or judgment to select or furnish suitable goods, there is unless excluded or modified under ORS 72.3160 an implied warranty that the goods shall be fit for such purpose. [1961 c.726 §72.3150]

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ORS 72.3160 Exclusion or modification of warranties; livestock warranty. (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 with each other; but subject to the provisions of ORS 72.2020 on parol or extrinsic evidence negation or limitation is inoperative to the extent that such construction is unreasonable

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ORS 72.3170 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 the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply

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ORS 72.3180 Third party beneficiaries of warranties express or implied. A seller’s warranty whether express or implied extends to any natural person who is in the family or household of the buyer or who is a guest in the home of the buyer 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 breach of the warranty. A seller may not exclude or limit the operation of this section. [1961 c.726 §72.3180]

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ORS 72.3190 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

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ORS 72.3200 C.I.F. and C. and 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. and F. or C.F. means that the price so includes cost and freight to the named destination

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ORS 72.3210 C.I.F. or C. and F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival. Under a contract containing a term C.I.F. or C. and F.

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ORS 72.3220 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 ship which has reached a place at the named port of destination where goods of the kind are usually discharged

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ORS 72.3230 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. and 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. and F., received for shipment

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ORS 72.3240 “No arrival, no sale” term. Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed

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ORS 72.3250 “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

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ORS 72.3260 Sale on approval and sale or return; 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

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ORS 72.3270 Special incidents of sale on approval and sale or return. (1) Under a sale on approval unless otherwise agreed

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ORS 72.3280 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

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ORS 72.4005 Definitions for ORS 72.4010 and 72.4030. As used in ORS 72.4010 and 72.4030, “draft,” “check,” “certificate of deposit” and “note” have the meaning for those terms provided in ORS 73.0104. [1973 c.287 §4; 1993 c.545 §117]

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ORS 72.4010 Passing of title; reservation for security; limited application of ORS 72.4010. Each provision of this chapter 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 such title. In so far as situations are not covered by the other provisions of this chapter and matters concerning title become material the following rules apply

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ORS 72.4020 Rights of seller’s creditors against sold goods. (1) Except as provided in subsections (2) and (3) 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 ORS 72.5020 and 72.7160

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ORS 72.4030 Power to transfer; good faith purchase of goods; “entrusting.” (1) 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 faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though

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ORS 72.5010 Insurable interest in goods; manner of identification of goods. (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 be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs

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