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Part 1 - Short Title, General Construction, and Subject Matter
§ 4-2-101. Short title - This chapter shall be known and may be cited as...
§ 4-2-102. Scope — Certain security and other transactions excluded from chapter - Unless the context otherwise requires, this chapter applies to transactions...
§ 4-2-103. Definitions and index of definitions - (a) In this chapter unless the context otherwise requires: (1)...
§ 4-2-104. Definitions — “Merchant” — “Between merchants” — “Financing agency” - (1) “Merchant” means a person who deals in goods of...
§ 4-2-105. Definitions — Transferability — “Goods” — “Future” goods — “Lot” — “Commercial unit” - (1) “Goods” means all things (including specially manufactured goods) which...
§ 4-2-106. Definitions — “Contract” — “Agreement” — “Contract for sale” — “Sale” — “Present sale” — “Conforming” to contract — “Termination” — “Cancellation” - (1) In this chapter unless the context otherwise requires “contract”...
§ 4-2-107. Goods to be severed from realty — Recording - (1) A contract for the sale of minerals or the...
Part 2 - Form, Formation, and Readjustment of Contract
§ 4-2-201. Formal requirements — Statute of frauds - (1) Except as otherwise provided in this section a contract...
§ 4-2-202. Final written expression — Parol or extrinsic evidence - Terms with respect to which the confirmatory memoranda of the...
§ 4-2-203. Seals inoperative - The affixing of a seal to a writing evidencing a...
§ 4-2-204. Formation in general - (1) A contract for sale of goods may be made...
§ 4-2-205. Firm offers - An offer by a merchant to buy or sell goods...
§ 4-2-206. Offer and acceptance in formation of contract - (a) Unless otherwise unambiguously indicated by the language or circumstances...
§ 4-2-207. Additional terms in acceptance or confirmation - (a) A definite and seasonable expression of acceptance or a...
§ 4-2-209. Modification, rescission, and waiver - (1) An agreement modifying a contract within this chapter needs...
§ 4-2-210. Delegation of performance — Assignment of rights - (1) A party may perform his duty through a delegate...
Part 3 - General Obligation and Construction of Contract
§ 4-2-301. General obligation of parties - The obligation of the seller is to transfer and deliver...
§ 4-2-302. Unconscionable contract or clause - (1) If the court as a matter of law finds...
§ 4-2-303. Allocation or division of risks - Where this chapter allocates a risk or a burden as...
§ 4-2-304. Price payable in money, goods, realty, or otherwise - (1) The price can be made payable in money or...
§ 4-2-305. Open price term - (a) The parties if they so intend can conclude a...
§ 4-2-306. Output, requirements, and exclusive dealings - (1) A term which measures the quantity by the output...
§ 4-2-307. Delivery in single lot or several lots - Unless otherwise agreed all goods called for by a contract...
§ 4-2-308. Absence of specified place for delivery - Unless otherwise agreed (a) the place for delivery of goods...
§ 4-2-309. Absence of specific time provisions — Notice of termination - (1) The time for shipment or delivery or any other...
§ 4-2-310. Open time for payment or running of credit — Authority to ship under reservation - Unless otherwise agreed (a) payment is due at the time...
§ 4-2-311. Options and cooperation respecting performance - (1) An agreement for sale which is otherwise sufficiently definite...
§ 4-2-312. Warranty of title and against infringements — Buyer's obligation against infringement - (1) Subject to subsection (2) there is in a contract...
§ 4-2-313. Express warranties by affirmation, promise, description, sample - (1) Express warranties by the seller are created as follows:...
§ 4-2-314. Implied warranty — Merchantability — Usage of trade - (1) Unless excluded or modified (§ 4-2-316), a warranty that...
§ 4-2-315. Implied warranty — Fitness for particular purpose - Where the seller at the time of contracting has reason...
§ 4-2-316. Exclusion or modification of warranties - (a) Words or conduct relevant to the creation of an...
§ 4-2-317. Cumulation and conflict of warranties express or implied - Warranties whether express or implied shall be construed as consistent...
§ 4-2-318. Third party beneficiaries of warranties express or implied - A seller's warranty whether express or implied extends to any...
§ 4-2-319. F.O.B. and F.A.S. terms - (a) Unless otherwise agreed the terms F.O.B. (which means “free...
§ 4-2-320. C.I.F. and C. & F. terms - (a) The term C.I.F. means that the price includes in...
§ 4-2-321. 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. &...
§ 4-2-322. Delivery “ex-ship” - (a) Unless otherwise agreed a term for delivery of goods...
§ 4-2-323. Form of bill of lading required in overseas shipment — “Overseas” - (a) Where the contract contemplates overseas shipment and contains a...
§ 4-2-324. “No arrival, no sale” term - Under a term, “no arrival, no sale” or terms of...
§ 4-2-325. “Letter of credit” term — “Confirmed credit” - (1) Failure of the buyer seasonably to furnish an agreed...
§ 4-2-326. Sale on approval and sale or return — Rights of creditors - (a) Unless otherwise agreed, if delivered goods may be returned...
§ 4-2-327. Special incidents of sale on approval and sale or return - (a) Under a sale on approval unless otherwise agreed (1)...
§ 4-2-328. Sale by auction - (1) In a sale by auction if goods are put...
Part 4 - Title, Creditors, and Good Faith Purchasers
§ 4-2-401. Passing of title — Reservation for security — Limited application of section - Each provision of this chapter with regard to the rights,...
§ 4-2-402. Rights of seller's creditors against sold goods - (a) Except as provided in subsections (2) and (3), rights...
§ 4-2-403. Power to transfer — Good faith purchase of goods — “Entrusting” - (a) A purchaser of goods acquires all title which his...
Part 5 - Performance
§ 4-2-501. Insurable interest in goods — Manner of identification of goods - (a) The buyer obtains a special property and an insurable...
§ 4-2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency - (a) Subject to subsections (2) and (3) and even though...
§ 4-2-503. Manner of seller's tender of delivery - (a) Tender of delivery requires that the seller put and...
§ 4-2-504. Shipment by seller - Where the seller is required or authorized to send the...
§ 4-2-505. Seller's shipment under reservation - (a) Where the seller has identified goods to the contract...
§ 4-2-506. Rights of financing agency - (1) A financing agency by paying or purchasing for value...
§ 4-2-507. Effect of seller's tender — Delivery on condition - (1) Tender of delivery is a condition to the buyer's...
§ 4-2-508. Cure by seller of improper tender or delivery — Replacement - (1) Where any tender or delivery by the seller is...
§ 4-2-509. Risk of loss in the absence of breach - (a) Where the contract requires or authorizes the seller to...
§ 4-2-510. Effect of breach on risk of loss - (1) Where a tender or delivery of goods so fails...
§ 4-2-511. Tender of payment by buyer — Payment by check - (1) Unless otherwise agreed tender of payment is a condition...
§ 4-2-512. Payment by buyer before inspection - (a) Where the contract requires payment before inspection non-conformity of...
§ 4-2-513. Buyer's right to inspection of goods - (a) Unless otherwise agreed and subject to subsection (3), where...
§ 4-2-514. When documents deliverable on acceptance — When on payment - Unless otherwise agreed documents against which a draft is drawn...
§ 4-2-515. Preserving evidence of goods in dispute - In furtherance of the adjustment of any claim or dispute...
Part 6 - Breach, Repudiation, and Excuse
§ 4-2-601. Buyer's rights on improper delivery - Subject to the provisions of this chapter on breach in...
§ 4-2-602. Manner and effect of rightful rejection - (a) Rejection of goods must be within a reasonable time...
§ 4-2-603. Merchant buyer's duties as to rightfully rejected goods - (1) Subject to any security interest in the buyer (§...
§ 4-2-604. Buyer's options as to salvage of rightfully rejected goods - Subject to the provisions of the immediately preceding section on...
§ 4-2-605. Waiver of buyer's objections by failure to particularize - (a) The buyer's failure to state in connection with rejection...
§ 4-2-606. What constitutes acceptance of goods - (a) Acceptance of goods occurs when the buyer (1) after...
§ 4-2-607. Effect of acceptance — Notice of breach — Burden of establishing breach after acceptance — Notice of claim or litigation to person answerable over - (a) The buyer must pay at the contract rate for...
§ 4-2-608. Revocation of acceptance in whole or in part - (a) The buyer may revoke his acceptance of a lot...
§ 4-2-609. Right to adequate assurance of performance - (1) A contract for sale imposes an obligation on each...
§ 4-2-610. Anticipatory repudiation - When either party repudiates the contract with respect to a...
§ 4-2-611. Retraction of anticipatory repudiation - (1) Until the repudiating party's next performance is due he...
§ 4-2-612. “Installment contract” — Breach - (1) An “installment contract” is one which requires or authorizes...
§ 4-2-613. Casualty to identified goods - Where the contract requires for its performance goods identified when...
§ 4-2-614. Substituted performance - (1) Where without fault of either party the agreed berthing,...
§ 4-2-615. Excuse by failure of presupposed conditions - Except so far as a seller may have assumed a...
§ 4-2-616. Procedure on notice claiming excuse - (a) Where the buyer receives notification of a material or...
Part 7 - Remedies
§ 4-2-701. Remedies for breach of collateral contracts not impaired - Remedies for breach of any obligation or promise collateral or...
§ 4-2-702. Seller's remedies on discovery of buyer's insolvency - (1) Where the seller discovers the buyer to be insolvent...
§ 4-2-703. Seller's remedies in general - Where the buyer wrongfully rejects or revokes acceptance of goods...
§ 4-2-704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods - (1) An aggrieved seller under the preceding section may (a)...
§ 4-2-705. Seller's stoppage of delivery in transit or otherwise - (a) The seller may stop delivery of goods in the...
§ 4-2-706. Seller's resale including contract for resale - (a) Under the conditions stated in § 4-2-703 on seller's...
§ 4-2-707. “Person in the position of a seller.” - (1) A “person in the position of a seller” includes...
§ 4-2-708. Seller's damages for non-acceptance or repudiation - (1) Subject to subsection (2) and to the provisions of...
§ 4-2-709. Action for the price - (a) When the buyer fails to pay the price as...
§ 4-2-710. Seller's incidental damages - Incidental damages to an aggrieved seller include any commercially reasonable...
§ 4-2-711. Buyer's remedies in general — Buyer's security interest in rejected goods - (a) Where the seller fails to make delivery or repudiates...
§ 4-2-712. “Cover” — Buyer's procurement of substitute goods - (1) After a breach within the preceding section the buyer...
§ 4-2-713. Buyer's damages for nondelivery or repudiation - (1) Subject to the provisions of this chapter with respect...
§ 4-2-714. Buyer's damages for breach in regard to accepted goods - (1) Where the buyer has accepted goods and given notification...
§ 4-2-715. Buyer's incidental and consequential damages - (a) Incidental damages resulting from the seller's breach include expenses...
§ 4-2-716. Buyer's right to specific performance or replevin - (1) Specific performance may be decreed where the goods are...
§ 4-2-717. Deduction of damages from the price - The buyer on notifying the seller of his intention to...
§ 4-2-718. Liquidation or limitation of damages — Deposits - (a) Damages for breach by either party may be liquidated...
§ 4-2-719. Contractual modification or limitation of remedy - (a) Subject to the provisions of subsections (2) and (3)...
§ 4-2-720. Effect of “cancellation” or “rescission” on claims for antecedent breach - Unless the contrary intention clearly appears, expressions of “cancellation” or...
§ 4-2-721. Remedies for fraud - Remedies for material misrepresentation or fraud include all remedies available...
§ 4-2-722. Who can sue third parties for injury to goods - Where a third party so deals with goods which have...
§ 4-2-723. Proof of market price — Time and place - (1) If an action based on anticipatory repudiation comes to...
§ 4-2-724. Admissibility of market quotations - Whenever the prevailing price or value of any goods regularly...
§ 4-2-725. Statute of limitations in contracts for sale - (1) An action for breach of any contract for sale...