Title 8, Commercial Transactions

(1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79A and ORS 80.1010 to 80.1070 may be cited as the Uniform Commercial Code. (2) This chapter may be cited as Uniform Commercial Code–General Provisions. [1961 c.726 §71.1010; 1989 c.676 §79; 1991 c.83 §2; 1991…

This chapter applies to a transaction to the extent that the transaction is governed by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79A. [1961 c.726 §71.1020; 2009 c.181 §2]

(1) The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are: (a) To simplify, clarify and modernize the law governing commercial transactions; (b) To permit the continued expansion of commercial practices thro…

The Uniform Commercial Code being a general law intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. [1961 c.726 §71.1040]

If any provision or clause of the Uniform Commercial Code or application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code that can be given effect without the invalid provision or applica…

In the Uniform Commercial Code, 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. [1961 c.726 §71.1060; 2009 c.181 §5]

The unit and section captions, though set forth in the Uniform Commercial Code, are not part of the statutory law of Oregon. [1961 c.726 §71.1070; 2009 c.181 §6]

This chapter 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 chapter modifies, limits or supersedes section 7001(c) of that Act or authorizes electronic delivery of any of t…

(1) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the Uniform Commercial Code that apply to particular chapters or parts thereof, have the meanings stated. (2) Subject to definition…

(1) Subject to subsection (6) of this section, a person has notice of a fact if the person: (a) Has actual knowledge of it; (b) Has received a notice or notification of it; or (c) From all the facts and circumstances known to the person at the time in question, has reason to know…

(1) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (2) 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 ORS chapters 73, 74 and 75 and ORS 80.1010 to 80.1070, a person gives value for rights if the person acquires them: (1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn u…

(1) Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose and circumstances of the action. (2) 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 rea…

Whenever the Uniform Commercial Code 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. [1961 c.726 §71.2060;…

(1) Except as 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 such other state or nation shall govern their rights and duties. (2) In the abse…

(1) Except as otherwise provided in subsection (2) of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. (2) The obligations of good faith, diligence, reasonableness and care prescribed by …

(1) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (b) The other party, with knowledge …

Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. [2009 c.181 §17] Note: See note under 71.3010.

(1) The remedies provided by the Uniform Commercial Code must 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 consequential damages, special damages or penal damages may not be had except…

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. [2009 c.181 §19; 2025 c.33 §5] Note: See note under 71.3010.

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 the …

(1) 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 su…

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

(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 secti…

(1) In this chapter unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) “Livestock” means equines, cattle, sheep, goats, llamas, alpacas and swine. (c) “Receipt” of goods means taking physical possession of them. (d) “Seller” …

(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 o…

(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…

(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 …

(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 there…

(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 …

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 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]

(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 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 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…

(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 conditio…

(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 merch…

(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 dele…

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]

(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…

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]

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

(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; or (b) The price is left to be agreed by the parties and they fail…

(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 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: (1) The place for delivery of goods is the seller’s place of business or if the seller has none the residence of the seller; 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 ot…

(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) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but un…

Unless otherwise agreed: (1) 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; (2) If the seller is authorized to send the goods the seller may ship them under reservation, and may tender th…