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U.C.C. – ARTICLE 2 – SALES (2002)

Uniform Commercial Code—sales



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.


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.


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.


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”.


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.


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.


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.


Uniform Commercial Code-Act 174 of 1962


Commercial codes govern business and commercial transactions in USA and ratified most of the States. The objective of the Code has been stated below:-

“AN ACT to enact the uniform commercial code, relating to certain commercial transactions in or regarding personal property and contracts and other documents concerning them, including sales, commercial paper, bank deposits and collections, letters of credit, bulk transfers, warehouse receipts, bills of lading, other documents of title, investment securities, leases, and secured transactions, including certain sales of accounts, chattel paper and contract rights; to provide for public notice to third parties in certain circumstances; to regulate procedure, evidence and damages in certain court actions involving such transactions, contracts or documents; to make uniform the law with respect thereto; to make an appropriation; to provide penalties; and to repeal certain acts and parts of acts”.

Structure of the Law under  UCC

Following transactions have been collected in the code within a specific Article( 1 to 9)

Article – General Provisions

  • Sales (Amended Article 2);
  • Leases (Amended Article 2A);
  • Negotiable Instruments, previously known as Commercial Paper (Revised Article 3);
  • Bank Deposits and Collections (Amended Article 4);
  • Funds Transfers (Article 4A);
  • Letters of Credit (Revised Article 5);
  • Bulk Sales, previously known as Bulk Transfers (Revised Article 6);
  • Documents of Title (Revised Article 7);
  • Investment Securities (Revised Article 8); and
  • Secured Transactions (Revised Article 9).


Indian Foreign Trade

Law library

Introduction : Imports and exports are the two important components of a foreign trade. Foreign trade is the exchange of goods and services between the two countries, across their international borders.In India, exports and imports are regulated by the Foreign Trade (Development and Regulation) Act, 1992, which replaced the Imports and Exports (Control) Act, 1947, and gave the Government of India enormous powers to control it.

Ministry of Commerce and Industry is the most important organ concerned with the promotion and regulation of the foreign trade in India.

The Legislation

Foreign Trade Development & Regulation Act, 1992

  • Foreign Trade Development and Regulation Act, 1992 – Rules

The Customs Act, 1962.

The Conservation of Foreign Exchange & Prevention of Smuggling Activities Act, 1974

Government of India EXIM POLICY

As per the provisions of the Act 1992 , the Government of India formulates and announces an Export and Import policy (EXIM policy) and amends it from time to time. EXIM policy refers to the policy measures adopted by a country with reference to its exports and imports. Such a policy become particularly important in a country like India, where the import and export of items plays a crucial role not just in balancing budgetary targets, but also in the over all economic development of the country.

The trade regulator

Directorate General of Foreign Trade (DGFT) organisation is an attached office of the Ministry of Commerce and Industry and is headed by Director General of Foreign Trade. Keeping in line with liberalization and globalization and the overall objective of increasing of exports, DGFT has since been assigned the role of “facilitator”. The Director General or any other officer so authorised can suspend or cancel a licence issued for export or import of goods in accordance with the Act. But he does it after giving the licence holder a reasonable opportunity of being heard.

  • Under the Act, every importer and exporter must obtain an ‘Importer Exporter Code Number’ (IEC) from Director General of Foreign Trade or from the officer so authorised.

Besides this Act, there are some other laws which control the export and import of goods. These include:-

  • Tea Act, 1953
  • Coffee Act, 1942
  • The Rubber Act, 1947
  • The Marine Products Export Development Authority Act, 1972
  • The Enemy Property Act, 1968
  • The Export (Quality Control and Inspection) Act, 1963
  • The Tobacco Board Act, 1975

India trade statistics

Exports, Imports, Products, Tariffs, GDP and related Development Indicator by World Integrated Trade Solution

Export -Import Data Bank of India By Govt of India

The Federation of Indian Export Organisations (FIEO) represents the Indian entrepreneurs spirit of enterprise in the global market. Known popularly as “FIEO”, this apex body of Indian export promotion organizations was set up jointly by the Ministry of Commerce, Government of India and private trade and industry in the year 1965. FIEO is thus a partner of the Government of India in promoting India’s exports


Export Promotion Councils in India

Indian Trade Portal


Exports, Imports, Products, Tariffs, GDP and related Development Indicator

Selected International Organizations, Institutions and Regional Agreements involved in international trade and international economic law.


Some useful links pertaining to the International Lade law and Trade monitoring


© Advocatetanmoy Law Library

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