Title 13, COMMERCIAL CODE

(a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. (b) Beginning requested performance without no…

2008 Amendment. Section 2A207 was deleted by amendment April 16, 2008, P.L.57, No.13, effective in 60 days.

(a) Consideration unnecessary for modification.--An agreement modifying a lease contract needs no consideration to be binding. (b) Writing excluding modification or rescission.--A signed lease agreement that excludes modification or rescission except by a signed record may not be…

(a) General rule.--The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract extends to the lessee to the extent …

(a) General rule.--Express warranties by the lessor are created as follows: (1) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to t…

(a) General rule.--There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's e…

(a) General rule.--Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind. (b) Merchantability standards for goods.--Goods to be merchantable must be at least such as:…

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the leas…

(a) Construction of words or conduct creating or limiting warranties.--Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to …

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

A warranty to or for the benefit of a lessee under this division, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume or be…

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs: (1) when the lease contract is made, if the lease contract is for a lease …

(a) Insurable interest of lessee.--A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. (b) Substitution of goods by lessor.--If a lessee has…

(a) General rule.--Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee. (b) Time of passage to lessee.--Subject to the provisions of this division on the e…

(a) Default by lessor.--Where risk of loss is to pass to the lessee and the time of passage is not stated: (1) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor or, in the cas…

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreem…

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) Finding and authority of court.--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: (1) refuse to enforce the contract; (2) enforce the remainder of the contract without the unco…

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.

(a) General rule.--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) Realty.--Even though all or part of the price is payable in an interest in realty the transfer of…

(a) General rule.--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; (2) the price is left to be agreed by the parties a…

(a) Quantity measured by output or requirements.--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 stat…

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 place of business of the seller or if he has none his 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 place, that p…

(a) Shipment, delivery or other action.--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. (b) Duration of provision for successive performances.--Where the contract provides for succ…

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 he may ship them under reservation, and may tender the docume…

(a) Specifying particulars of performance.--An agreement for sale which is otherwise sufficiently definite (section 2204(c)) 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 mu…

(a) General rule.--Subject to subsection (b) 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 …

(a) General rule.--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 t…

(a) Sale by merchant.--Unless excluded or modified (section 2316), 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 …

Where the seller at the time of contracting has reason to know: (1) any particular purpose for which the goods are required; and (2) that the buyer is relying on the skill or judgment of the seller to select or furnish suitable goods; there is unless excluded or modified under se…

(a) Construction of words or conduct limiting warranties.--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…

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: (1…

The warranty of a seller 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 …

(a) Definition of F.O.B.--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 …

(a) Definitions.--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. (b) Effect of C.I.F. de…

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 landed weights," "delivered weights," "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. Th…

(a) Definition.--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 whe…

(a) General rule.--Where the contract contemplates overseas shipment and contains a term C.I.F., 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. …

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 he must tender them on arrival but assumes no obligation that the goods will arrive unless he has caused the no…

(a) Failure to furnish letter.--Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (b) Effect of delivering letter.--The delivery to seller of a proper letter of credit suspends the obligation of the buyer to pay. If the le…

(a) Definitions.--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 pr…

(a) Sale on approval.--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. (2) Use of the goods consistent with the purpose of trial is not acceptance but…

(a) Sale in lots.--In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (b) When sale complete.--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 whil…

Except as otherwise provided in this division, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.

Except as otherwise provided in this division, each provision of this division applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee or a third party has possession of the goods, notwithstanding any statute or rule of law that poss…