Title 34.1, Uniform Commercial Code

Definitions: Transferability; "goods"; "future" goods; "lot"; "commercial unit". (a) "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, i…

Definitions: "Contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation". (a) In this article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future …

Goods to be severed from realty; recording. (a) A contract for the sale of timber, minerals or the like or a structure or its materials to be removed from realty is a contract for the sale of goods within this article if they are to be severed by the seller but until severance a …

Formal requirements; statute of frauds. (a) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars ($500.00) or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate tha…

Final written expression; parol or extrinsic evidence. (a) 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 are …

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.

Formation in general. (a) 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. (b) An agreement sufficient to constitute a contract for sale may be found even thou…

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 such pe…

Offer and acceptance in formation of contract. (a) Unless otherwise unambiguously indicated by the language or circumstances: (i) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (ii) An order o…

Additional terms in acceptance or confirmation. (a) 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 up…

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A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except a…

Delegation of performance; assignment of rights. (a) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of…

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.

Unconscionable contract or clause. (a) 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 un…

Allocation or division of risks. Where this article 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.

Price payable in money, goods, realty, or otherwise. (a) 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) Even though all or part of the price is payable in an inter…

Open price term. (a) 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: (i) Nothing is said as to price; or (ii) The price is left to be agreed by the par…

Output, requirements and exclusive dealings. (a) 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 state…

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 …

Absence of specified place for delivery. (a) Unless otherwise agreed: (i) The place for delivery of goods is the seller's place of business or if he has none his residence; but (ii) In a contract for sale of identified goods which to the knowledge of the parties at the time of co…

Absence of specific time provisions; notice of termination. (a) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time. (b) Where the contract provides for successive performance but is inde…

Open time for payment or running of credit; authority to ship under reservation. (a) Unless otherwise agreed: (i) 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 (ii) If the seller is …

Options and cooperation respecting performance. (a) An agreement for sale which is otherwise sufficiently definite (section 34.1-2-204(c)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one (1) of the parties. Any suc…

Warranty of title and against infringement; buyer's obligation against infringement. (a) Subject to subsection (b) there is in a contract for sale a warranty by the seller that: (i) The title conveyed shall be good, and its transfer rightful; and (ii) The goods shall be delivered…

Express warranties by affirmation, promise, description, sample. (a) Express warranties by the seller are created as follows: (i) 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 …

Implied warranty; merchantability; usage of trade. (a) Unless excluded or modified (section 34.1-2-316), 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 …

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 u…

Exclusion or modification of warranties. (a) 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 artic…

Cumulation and conflict of warranties express or implied. (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…

Third party beneficiaries of warranties express or implied. 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 by breach of the warranty. A seller may not exclude or l…

F.O.B. and F.A.S. terms. (a) 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: (i) When the term is F.O.B. the place of shipment, the seller must at th…

C.I.F. and C. & F. terms. (a) The term C.I.F. means that the price includes in a lump sum the costs of 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) Unless oth…

C.I.F. or C. & F.; "net landed weights"; "payment on arrival"; warranty of condition on arrival. (a) Under a contract containing a term C.I.F. or C. & F.: (i) Where the price is based on or is to be adjusted according to "net landed weights", "delivered weights", "out turn" quant…

Delivery "ex-ship". (a) 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 destinat…

Form of bill of lading required in overseas shipment; "overseas". (a) 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 b…

"No arrival, no sale" term. (a) Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed: (i) 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…

"Letter of credit" term; "confirmed credit". (a) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (b) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is …

Sale on approval and sale or return; consignment sales and rights of creditors. (a) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: (i) A "sale on approval" if the goods are delivered primarily…

Special incidents of sale on approval and sale or return. (a) Under a sale on approval unless otherwise agreed: (i) Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and (ii) Use of the goods consistent wit…

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

Passing of title; reservation for security; limited application of this section. (a) 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 wh…

Rights of seller's creditors against sold goods. (a) Except as provided in subsections (b) and (c), 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 thi…

Power to transfer; good faith purchase of goods; "entrusting". (a) A purchaser of goods acquires all title which his transferor has 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 v…

Insurable interest in goods; manner of identification of goods. (a) 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 he has a…

Buyer's right to goods on seller's repudiation, failure to deliver or insolvency. (a) Subject to subsections (b) and (c) 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 provision…

Manner of seller's tender of delivery. (a) 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 deter…