Uniform Commercial Code—sales

PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER

2-101. Short Title.
2-102. Scope; Certain Security and Other Transactions Excluded From This Article.
2-103. Definitions and Index of Definitions.
2-104. Definitions: “Merchant”; “Between Merchants”; “Financing Agency”.
2-105. Definitions: Transferability; “Goods”; “Future” Goods; “Lot”; “Commercial Unit”.
2-106. Definitions: “Contract”; “Agreement”; “Contract for sale”; “Sale”; “Present sale”; “Conforming” to Contract; “Termination”; “Cancellation”.
2-107. Goods to Be Severed From Realty: Recording.

PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT

2-201. Formal Requirements; Statute of Frauds.
2-202. Final Written Expression: Parol or Extrinsic Evidence.
2-203. Seals Inoperative.
2-204. Formation in General.
2-205. Firm Offers.
2-206. Offer and Acceptance in Formation of Contract.
2-207. Additional Terms in Acceptance or Confirmation.
2-208. Course of Performance or Practical Construction.
2-209. Modification, Rescission and Waiver.
2-210. Delegation of Performance; Assignment of Rights.

PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

2-301. General Obligations of Parties.
2-302. Unconscionable contract or Clause.
2-303. Allocation or Division of Risks.
2-304. Price Payable in Money, Goods, Realty, or Otherwise.
2-305. Open Price Term.
2-306. Output, Requirements and Exclusive Dealings.
2-307. Delivery in Single Lot or Several Lots.
2-308. Absence of Specified Place for Delivery.
2-309. Absence of Specific Time Provisions; Notice of Termination.
2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.
2-311. Options and Cooperation Respecting Performance.
2-312. Warranty of Title and Against Infringement; Buyer’s Obligation Against Infringement.
2-313. Express Warranties by Affirmation, Promise, Description, Sample.
2-314. Implied Warranty: Merchantability; Usage of Trade.
2-315. Implied Warranty: Fitness for Particular Purpose.
2-316. Exclusion or Modification of Warranties.
2-317. Cumulation and Conflict of Warranties Express or Implied.
2-318. Third Party Beneficiaries of Warranties Express or Implied.
2-319. F.O.B. and F.A.S. Terms.
2-320. C.I.F. and C. & F. Terms.
2-321. C.I.F. or C. & F.: “Net Landed Weights”; “Payment on Arrival”; Warranty of Condition on Arrival.
2-322. Delivery “Ex-Ship”.
2-323. Form of Bill of Lading Required in Overseas Shipment; “Overseas”.
2-324. “No Arrival, No sale” Term.
2-325. “Letter of Credit” Term; “Confirmed Credit”.
2-326. Sale on Approval and Sale or Return; Consignment Sales and Rights of Creditors.
2-327. Special Incidents of Sale on Approval and Sale or Return.
2-328. Sale by Auction.

PART 4. TITLE, CREDITORS AND GOOD FAITH PURCHASERS

2-401. Passing of Title; Reservation for Security; Limited Application of This Section.
2-402. Rights of Seller’s Creditors Against Sold Goods.
2-403. Power to Transfer; Good Faith Purchase of Goods; “Entrusting”.

PART 5. PERFORMANCE

2-501. Insurable Interest in Goods; Manner of Identification of Goods.
2-502. Buyer’s Right to Goods on Seller’s Insolvency.
2-503. Manner of Seller’s Tender of Delivery.
2-504. Shipment by Seller.
2-505. Seller’s Shipment Under Reservation.
2-506. Rights of Financing agency.
2-507. Effect of Seller’s Tender; Delivery on Condition.
2-508. Cure by Seller of Improper Tender or Delivery; Replacement.
2-509. Risk of Loss in the Absence of Breach.
2-510. Effect of Breach on Risk of Loss.
2-511. Tender of Payment by Buyer; Payment by Check.
2-512. Payment by Buyer Before Inspection.
2-513. Buyer’s Right to Inspection of Goods.
2-514. When Documents Deliverable on Acceptance; When on Payment.
2-515. Preserving Evidence of Goods in Dispute.

PART 6. BREACH, REPUDIATION AND EXCUSE

2-601. Buyer’s Rights on Improper Delivery.
2-602. Manner and Effect of Rightful Rejection.
2-603. Merchant Buyer’s Duties as to Rightfully Rejected Goods.
2-604. Buyer’s Options as to Salvage of Rightfully Rejected Goods.
2-605. Waiver of Buyer’s Objections by Failure to Particularize.
2-606. What Constitutes Acceptance of Goods.
2-607. Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.
2-608. Revocation of Acceptance in Whole or in Part.
2-609. Right to Adequate Assurance of Performance.
2-610. Anticipatory Repudiation.
2-611. Retraction of Anticipatory Repudiation.
2-612. “Installment contract”; Breach.
2-613. Casualty to Identified Goods.
2-614. Substituted Performance.
2-615. Excuse by Failure of Presupposed Conditions.
2-616. Procedure on Notice Claiming Excuse.

PART 7. REMEDIES

2-701. Remedies for Breach of Collateral contracts Not Impaired.
2-702. Seller’s Remedies on Discovery of Buyer’s Insolvency.
2-703. Seller’s Remedies in General.
2-704. Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
2-705. Seller’s Stoppage of Delivery in Transit or Otherwise.
2-706. Seller’s Resale Including Contract for Resale.
2-707. “Person in the Position of a Seller”.
2-708. Seller’s Damages for Non-acceptance or Repudiation.
2-709. Action for the Price.
2-710. Seller’s Incidental Damages.
2-711. Buyer’s Remedies in General; Buyer’s Security Interest in Rejected Goods.
2-712. “Cover”; Buyer’s Procurement of Substitute Goods.
2-713. Buyer’s Damages for Non-delivery or Repudiation.
2-714. Buyer’s Damages for Breach in Regard to Accepted Goods.
2-715. Buyer’s Incidental and Consequential Damages.
2-716. Buyer’s Right to Specific Performance or Replevin.
2-717. Deduction of Damages From the Price.
2-718. Liquidation or Limitation of Damages; Deposits.
2-719. Contractual Modification or Limitation of Remedy.
2-720. Effect of “Cancellation” or “Rescission” on Claims for Antecedent Breach.
2-721. Remedies for Fraud.
2-722. Who Can Sue Third Parties for Injury to Goods.
2-723. Proof of Market Price: Time and Place.
2-724. Admissibility of Market Quotations.
2-725. Statute of Limitations in Contracts for Sale.