Chapter 402 — UNIFORM COMMERCIAL CODE — SALES

402.101 Short title. This chapter shall be known and may be cited as uniform commercial code — sales.

402.102 Scope; certain security and other transactions excluded from this chapter. Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of May 22, 2026, are designated by NOTES. (Publ…

402.103 Definitions and index of definitions. (1) In this chapter unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) “Good faith” in the case of a merchant means honesty in fact and the observance of reasonable commercial sta…

402.104 Definitions: “merchant”; “between merchants”; “financing agency”. (1) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. (2) “Financing agency” means a bank, finance company or other per…

402.105 Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit”. (1) (a) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the marke…

402.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”. In this chapter unless the context otherwise requires: (1) “Cancellation” occurs when either party puts an end to the contract for b…

402.107 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 selle…

402.201 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 some writing sufficient to indicate that a contract for s…

402.202 Final written 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 writing intended by the parties as a final expression of their agreement with respect to such terms as …

402.203 Seals inoperative. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

402.204 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. (2) An agreement sufficient to constitute a contract for sale may be found e…

402.205 Firm offers. An offer by a merchant to buy or sell goods in a signed writing 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 may…

402.206 Offer and acceptance in formation of contract. (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 …

402.207 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 a…

402.208 Course of performance or practical construction. (1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepte…

402.209 Modification, rescission and waiver. (1) An agreement modifying a contract within this chapter needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but …

402.210 Delegation of performance; assignment of rights. (1) A party may perform that party’s duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the co…

402.301 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.

402.302 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 withou…

402.303 Allocation or division of risks. Where this May 22, 2026, are designated by NOTES. (Published 5-22-26) 402.303 Updated 23-24 Wis. Stats. UCC — SALES chapter allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the…

402.304 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 that party is to transfer. (2) Even though all or part of the price is pay…

402.305 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: (a) Nothing is said as to price; or (b) The price is left to be agreed by …

402.306 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 a…

402.307 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

402.308 Absence of specified place for delivery. Unless otherwise agreed: (1) The place for delivery of goods is the seller’s place of business or if the seller has none the seller’s residence; but (2) In a contract for sale of identified goods which to the knowledge of the parti…

402.309 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. (2) Where the contract provides for successive performances bu…

402.310 Open time for payment or running of credit; authority to ship under reservation. 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; and (2) If the seller …

402.311 Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite (s. 402.204 (3)) 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 s…

402.312 Warranty of title and against infringements; buyer’s obligation against infringement. (1) Subject to sub. (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 deliver…

402.313 Express warranties by affirmation, promise, description, sample. (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 cre…

402.314 Implied warranty: merchantability; usage of trade. (1) Unless excluded or modified (s. 402.316), 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 UCC — SALES 402.316 kind. Und…

402.315 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, th…

402.316 Exclusion or modification of warranties. (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 s. 402.202 on parol …

402.317 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 domi…

402.318 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 seller’s buyer or who is a guest in that buyer’s home if it is reasonable to expect that such…

402.319 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: (a) When the term is F.O.B. the place of shipment, the seller mu…

402.320 C.I.F. and C.& 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.& F. or C.F. means that the price so includes cost and freight to the named destination. (2) U…

402.321 C.I.F. or C.& F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival. 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” qua…

402.322 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 …

402.323 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.& F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods…

402.324 “No arrival, no sale” term. Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed: UCC — SALES 402.327 (1) The seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival but the seller a…

402.325 “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. (2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of cr…

402.326 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: (a) A “sale on approval” if the goods are delivered primarily for use; and …

402.327 Special incidents of sale on approval and May 22, 2026, are designated by NOTES. (Published 5-22-26) 402.327 UCC — SALES sale or return. (1) Under a sale on approval unless otherwise agreed: (a) Although the goods are identified to the contract the risk of loss and the ti…

402.328 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. (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 hamme…

402.401 Passing of title; reservation for security; limited application of this section. Each provision of this chapter with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers, or other 3rd parties applies irrespective of title to the goods excep…

402.402 Rights of seller’s creditors against sold goods. (1) Except as provided in subs. (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 s…

402.403 Power to transfer; good faith purchase of goods; “entrusting”. (1) A purchaser of goods acquires all title which the purchaser’s transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purcha…