Title 11A — Uniform Commercial Code
0 chapters · 598 sections in this title.
11A V.I.C. § 2-311 Options and cooperation respecting performance
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(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 2–204) 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 must be made in good faith…
11A V.I.C. § 2-312 Warranty of title and against infringement; buyer's obligation against infringement
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(1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that(a) the title conveyed shall be good, and its transfer rightful; and(b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the t…
11A V.I.C. § 2-313 Express warranties by affirmation, promise, description, sample
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(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 goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation o…
11A V.I.C. § 2-314 Implied warranty: merchantability; usage of trade
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(1) Unless excluded or modified (§ 2–316), 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 th…
11A V.I.C. § 2-315 Implied warranty: fitness for particular purpose
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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 the next section …
11A V.I.C. § 2-316 Exclusion or modification of warranties
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(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 this article on parol or extrinsic evidence (§ 2–20…
11A V.I.C. § 2-317 Cumulation and conflict of warranties express or implied
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(a) 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…
11A V.I.C. § 2-318 Third party beneficiaries of warranties express or implied
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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 injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section with respect to …
11A V.I.C. § 2-319 F.O.B. and F.A.S. terms
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(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 term is F.O.B. the place of shipment, the seller must at that place ship the goods in …
11A V.I.C. § 2-320 C.I.F. and C.&.F. terms
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(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 includes cost and freight to the named destination. (2) Unless otherwise agreed and even …
11A V.I.C. § 2-321 C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival
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(1) 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. …
11A V.I.C. § 2-322 Delivery “ex-ship”
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(1) Unless otherwise agreed a term for delivery of goods “exship” (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 th…
11A V.I.C. § 2-323 Form of bill of lading required in overseas shipment; “overseas”
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(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 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., r…
11A V.I.C. § 2-324 “No arrival, no sale” term
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(a) 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 …
11A V.I.C. § 2-325 “Letter of credit” term; “confirmed credit”
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(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 the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable noti…
11A V.I.C. § 2-326 Sale on approval and sale or return; rights of creditors
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(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is(a) a “sale on approval” if the goods are delivered primarily for use, and(b) a “sale or return” if the goods are delivered primarily for resal…
11A V.I.C. § 2-327 Special incidents of sale on approval and sale or return
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(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 until acceptance; and(b) use of the goods consistent with the purpose of trial is not acceptance but failure seasonabl…
11A V.I.C. § 2-328 Sale by auction
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(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 customary manner. Where a bid is made while the hammer is falling in acceptanc…
11A V.I.C. § 2-401 Passing of title; reservation for security; limited application of this section
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(1) Each provision of this article 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. Insofar as situations are not covered by …
11A V.I.C. § 2-402 Rights of seller's creditors against sold goods
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(1) Except as provided in subsections (2) and (3), 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 under this article (§§ 2–502 and 2–716). (2) A creditor of…
11A V.I.C. § 2-403 Power to transfer; good faith purchase of goods; “entrusting”
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(1) A purchaser of goods acquires all title which his 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…
11A V.I.C. § 2-501 Insurable interest in goods; manner of identification of goods
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(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 non-conforming and he has an option to return or reject them. Such identification can be m…
11A V.I.C. § 2-502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency
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(1) Subject to subsections (2) and (3) 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 he has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of …
11A V.I.C. § 2-503 Manner of seller's tender of delivery
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(1) 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 him to take delivery. The manner, time and place for tender are determined by the agreement and this article…
11A V.I.C. § 2-504 Shipment by seller
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(a) 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 …
11A V.I.C. § 2-505 Seller's shipment under reservation
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(1) Where the seller has identified goods to the contract by or before shipment:(a) his procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financing agency or of …
11A V.I.C. § 2-506 Rights of financing agency
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(1) 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…
11A V.I.C. § 2-507 Effect of seller's tender; delivery on condition
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(1) 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. (2) Where payment is due and demanded on the de…
11A V.I.C. § 2-508 Cure by seller of improper tender or delivery; replacement
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(1) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery. (2) Where the …
11A V.I.C. § 2-509 Risk of loss in the absence of breach
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(1) Where the contract requires or authorizes the seller to ship the goods by carrier(a) if it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under…
11A V.I.C. § 2-510 Effect of breach on risk of loss
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(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance. (2) Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effec…
11A V.I.C. § 2-511 Tender of payment by buyer; payment by check
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(1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal…
11A V.I.C. § 2-512 Payment by buyer before inspection
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(1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless(a) the non-conformity appears without inspection; or(b) despite tender of the required documents the circumstances would justify injunctio…
11A V.I.C. § 2-513 Buyer's right to inspection of goods
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(1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the sell…
11A V.I.C. § 2-514 When documents deliverable on acceptance; when on payment
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Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
11A V.I.C. § 2-515 Preserving evidence of goods in dispute
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(a) In furtherance of the adjustment of any claim or dispute(a) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the p…
11A V.I.C. § 2-601 Buyer's rights on improper delivery
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(a) Subject to the provisions of this article on breach in installment contracts (§ 2–612) and unless otherwise agreed under the sections on contractual limitations of remedy (§§ 2–718 and 2–719), if the goods or the tender of delivery fail in any respect to conform to the contra…
11A V.I.C. § 2-602 Manner and effect of rightful rejection
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(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected goods (§§ 2–603 and 2–604),(a) after rejection any ex…
11A V.I.C. § 2-603 Merchant buyer's duties as to rightfully rejected goods
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(1) Subject to any security interest in the buyer (subsec. (3) of § 2–711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his possession or control to follow any reasonable instructions re…
11A V.I.C. § 2-604 Buyer's options as to salvage of rightfully rejected goods
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Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller's account or reship them to him or resell them for the …
11A V.I.C. § 2-605 Waiver of buyer's objections by failure to particularize
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(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach(a) where the seller could have cured it if stated season…
11A V.I.C. § 2-606 What constitutes acceptance of goods
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(1) Acceptance of goods occurs when the buyer(a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; or(b) fails to make an effective rejection (subsec. (1)…
11A V.I.C. § 2-607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
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(1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a non-conformity cannot be revoked because of it unless the acceptance was on the reasonable assumption…
11A V.I.C. § 2-608 Revocation of acceptance in whole or in part
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(1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it(a) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured; or(b) without discove…
11A V.I.C. § 2-609 Right to adequate assurance of performance
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(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assura…
11A V.I.C. § 2-610 Anticipatory repudiation
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(a) When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may(a) for a commercially reasonable time await performance by the repudiating party; or…
11A V.I.C. § 2-611 Retraction of anticipatory repudiation
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(1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final. (2) Retraction may be by any …
11A V.I.C. § 2-612 “Installment contract”; breach
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(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent. (2) The buyer may reject any installment which …
11A V.I.C. § 2-613 Casualty to identified goods
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(a) Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (§ 2–324) then(a) if the…
11A V.I.C. § 2-614 Substituted performance
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(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available,…