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