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Part I - Short Title, General Construction and Subject Matter
§ 28:2–101. Short title - This article shall be known and may be cited as...
§ 28:2–102. Scope; certain security and other transactions excluded from this article - Unless the context otherwise requires, this article applies to transactions...
§ 28:2–103. Definitions and index of definitions - (1) In this article unless the context otherwise requires: (a)...
§ 28:2–104. Definitions: “merchant”; “between merchants”; “financing agency” - (1) “Merchant” means a person who deals in goods of...
§ 28:2–105. Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit” - (1) “Goods” means all things (including specially manufactured goods) which...
§ 28:2–106. Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation” - (1) In this article unless the context otherwise requires “contract”...
§ 28:2–107. Goods to be severed from realty; recording - (1) A contract for the sale of minerals or the...
Part II - Form, Formation and Readjustment of Contract
§ 28:2–201. Formal requirements; statute of frauds - (1) Except as otherwise provided in this section a contract...
§ 28:2–202. Final written expression: parol or extrinsic evidence - Terms with respect to which the confirmatory memoranda of the...
§ 28:2–203. Seals inoperative - The affixing of a seal to a writing evidencing a...
§ 28:2–204. Formation in general - (1) A contract for sale of goods may be made...
§ 28:2–205. Firm offers - An offer by a merchant to buy or sell goods...
§ 28:2–206. Offer and acceptance in formation of contract - (1) Unless otherwise unambiguously indicated by the language or circumstances:...
§ 28:2–207. Additional terms in acceptance or confirmation - (1) A definite and seasonable expression of acceptance or a...
§ 28:2–208. Course of performance or practical construction - Repealed. (Dec. 30, 1963, 77 Stat. 644, Pub. L. 88-243,...
§ 28:2–209. Modification, rescission and waiver - (1) An agreement modifying a contract within this article needs...
§ 28:2–210. Delegation of performance; assignment of rights - (1) A party may perform his duty through a delegate...
Part III - General Obligation and Construction of Contract
§ 28:2–301. General obligations of parties - The obligation of the seller is to transfer and deliver...
§ 28:2–302. Unconscionable contract or clause - (1) If the court as a matter of law finds...
§ 28:2–303. Allocation or division of risks - Where this article allocates a risk or a burden as...
§ 28:2–304. Price payable in money, goods, realty, or otherwise - (1) The price can be made payable in money or...
§ 28:2–305. Open price term - (1) The parties if they so intend can conclude a...
§ 28:2–306. Output, requirements and exclusive dealings - (1) A term which measures the quantity by the output...
§ 28:2–307. Delivery in single lot or several lots - Unless otherwise agreed all goods called for by a contract...
§ 28:2–308. Absence of specified place for delivery - Unless otherwise agreed: (a) the place for delivery of goods...
§ 28:2–309. Absence of specific time provisions; notice of termination - (1) The time for shipment or delivery or any other...
§ 28:2–310. Open time for payment or running of credit; authority to ship under reservation - Unless otherwise agreed: (a) payment is due at the time...
§ 28:2–311. Options and cooperation respecting performance - (1) An agreement for sale which is otherwise sufficiently definite...
§ 28:2–312. Warranty of title and against infringement; buyer’s obligation against infringement - (1) Subject to subsection (2) there is in a contract...
§ 28:2–313. Express warranties by affirmation, promise, description, sample - (1) Express warranties by the seller are created as follows:...
§ 28:2–314. Implied warranty: merchantability; usage of trade - (1) Unless excluded or modified (section 28:2-316), a warranty that...
§ 28:2–315. Implied warranty: fitness for particular purpose - Where the seller at the time of contracting has reason...
§ 28:2–316. Exclusion or modification of warranties - (1) Words or conduct relevant to the creation of an...
§ 28:2–317. Cumulation and conflict of warranties express or implied - Warranties whether express or implied shall be construed as consistent...
§ 28:2–318. Third party beneficiaries of warranties express or implied - A seller’s warranty whether express or implied extends to any...
§ 28:2–319. F.O.B. and F.A.S. terms - (1) Unless otherwise agreed the term F.O.B. (which means “free...
§ 28:2–320. C.I.F. and C. & F. terms - (1) The term C.I.F. means that the price includes in...
§ 28:2–321. 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. &...
§ 28:2–322. Delivery “ex-ship” - (1) Unless otherwise agreed a term for delivery of goods...
§ 28:2–323. Form of bill of lading required in overseas shipment; “overseas” - (1) Where the contract contemplates overseas shipment and contains a...
§ 28:2–324. “No arrival, no sale” term - Under a term “no arrival, no sale” or terms of...
§ 28:2–325. “Letter of credit” term; “confirmed credit” - (1) Failure of the buyer seasonably to furnish an agreed...
§ 28:2–326. Sale on approval and sale or return; rights of creditors - (1) Unless otherwise agreed, if delivered goods may be returned...
§ 28:2–327. Special incidents of sale on approval and sale or return - (1) Under a sale on approval unless otherwise agreed (a)...
§ 28:2–328. Sale by auction - (1) In a sale by auction if goods are put...
§ 28:2–316.01. Limitation of exclusion or modification of warranties consumers - (1) The provisions of section 28:2-316 do not apply to...
Part IV - Title, Creditors and Good Faith Purchasers
§ 28:2–401. Passing of title; reservation for security; limited application of this section - Each provision of this article with regard to the rights,...
§ 28:2–402. Rights of seller’s creditors against sold goods - (1) Except as provided in subsections (2) and (3), rights...
§ 28:2–403. Power to transfer; good faith purchase of goods; “entrusting” - (1) A purchaser of goods acquires all title which his...
Part V - Performance
§ 28:2–501. Insurable interest in goods; manner of identification of goods - (1) The buyer obtains a special property and an insurable...
§ 28:2–502. Buyer’s right to goods on seller’s repudiation, failure to deliver, or insolvency - (1) Subject to subsections (2) and (3) and even though...
§ 28:2–503. Manner of seller’s tender of delivery - (1) Tender of delivery requires that the seller put and...
§ 28:2–504. Shipment by seller - Where the seller is required or authorized to send the...
§ 28:2–505. Seller’s shipment under reservation - (1) Where the seller has identified goods to the contract...
§ 28:2–506. Rights of financing agency - (1) A financing agency by paying or purchasing for value...
§ 28:2–507. Effect of seller’s tender; delivery on condition - (1) Tender of delivery is a condition to the buyer’s...
§ 28:2–508. Cure by seller of improper tender or delivery; replacement - (1) Where any tender or delivery by the seller is...
§ 28:2–509. Risk of loss in the absence of breach - (1) Where the contract requires or authorizes the seller to...
§ 28:2–510. Effect of breach on risk of loss - (1) Where a tender or delivery of goods so fails...
§ 28:2–511. Tender of payment by buyer; payment by check - (1) Unless otherwise agreed tender of payment is a condition...
§ 28:2–512. Payment by buyer before inspection - (1) Where the contract requires payment before inspection non-conformity of...
§ 28:2–513. Buyer’s right to inspection of goods - (1) Unless otherwise agreed and subject to subsection (3), where...
§ 28:2–514. When documents deliverable on acceptance; when on payment - Unless otherwise agreed documents against which a draft is drawn...
§ 28:2–515. Preserving evidence of goods in dispute - In furtherance of the adjustment of any claim or dispute...
Part VI - Breach, Repudiation and Excuse
§ 28:2–601. Buyer’s rights on improper delivery - Subject to the provisions of this article on breach in...
§ 28:2–602. Manner and effect of rightful rejection - (1) Rejection of goods must be within a reasonable time...
§ 28:2–603. Merchant buyer’s duties as to rightfully rejected goods - (1) Subject to any security interest in the buyer (subsection...
§ 28:2–604. Buyer’s options as to salvage of rightfully rejected goods - Subject to the provisions of the immediately preceding section on...
§ 28:2–605. Waiver of buyer’s objections by failure to particularize - (1) The buyer’s failure to state in connection with rejection...
§ 28:2–606. What constitutes acceptance of goods - (1) Acceptance of goods occurs when the buyer (a) after...
§ 28:2–607. 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...
§ 28:2–608. Revocation of acceptance in whole or in part - (1) The buyer may revoke his acceptance of a lot...
§ 28:2–609. Right to adequate assurance of performance - (1) A contract for sale imposes an obligation on each...
§ 28:2–610. Anticipatory repudiation - When either party repudiates the contract with respect to a...
§ 28:2–611. Retraction of anticipatory repudiation - (1) Until the repudiating party’s next performance is due he...
§ 28:2–612. “Installment contract”; breach - (1) An “installment contract” is one which requires or authorizes...
§ 28:2–613. Casualty to identified goods - Where the contract requires for its performance goods identified when...
§ 28:2–614. Substituted performance - (1) Where without fault of either party the agreed berthing,...
§ 28:2–615. Excuse by failure of presupposed conditions - Except so far as a seller may have assumed a...
§ 28:2–616. Procedure on notice claiming excuse - (1) Where the buyer receives notification of a material or...
Part VII - Remedies
§ 28:2–701. Remedies for breach of collateral contracts not impaired - Remedies for breach of any obligation or promise collateral or...
§ 28:2–702. Seller’s remedies on discovery of buyer’s insolvency - (1) Where the seller discovers the buyer to be insolvent...
§ 28:2–703. Seller’s remedies in general - Where the buyer wrongfully rejects or revokes acceptance of goods...
§ 28:2–704. 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)...
§ 28:2–705. Seller’s stoppage of delivery in transit or otherwise - (1) The seller may stop delivery of goods in the...
§ 28:2–706. Seller’s resale including contract for resale - (1) Under the conditions stated in section 28:2-703 on seller’s...
§ 28:2–707. “Person in the position of a seller” - (1) A “person in the position of a seller” includes...
§ 28:2–708. Seller’s damages for non-acceptance or repudiation - (1) Subject to subsection (2) and to the provisions of...
§ 28:2–709. Action for the price - (1) When the buyer fails to pay the price as...
§ 28:2–710. Seller’s incidental damages - Incidental damages to an aggrieved seller include any commercially reasonable...
§ 28:2–711. Buyer’s remedies in general; buyer’s security interest in rejected goods - (1) Where the seller fails to make delivery or repudiates...
§ 28:2–712. “Cover”; buyer’s procurement of substitute goods - (1) After a breach within the preceding section the buyer...
§ 28:2–713. Buyer’s damages for non-delivery or repudiation - (1) Subject to the provisions of this article with respect...
§ 28:2–714. Buyer’s damages for breach in regard to accepted goods - (1) Where the buyer has accepted goods and given notification...
§ 28:2–715. Buyer’s incidental and consequential damages - (1) Incidental damages resulting from the seller’s breach include expenses...
§ 28:2–716. Buyer’s right to specific performance or replevin - (1) Specific performance may be decreed where the goods are...
§ 28:2–717. Deduction of damages from the price - The buyer on notifying the seller of his intention to...
§ 28:2–718. Liquidation or limitation of damages; deposits - (1) Damages for breach by either party may be liquidated...
§ 28:2–719. Contractual modification or limitation of remedy - (1) Subject to the provisions of subsections (2) and (3)...
§ 28:2–720. Effect of “cancellation” or “rescission” on claims for antecedent breach - Unless the contrary intention clearly appears, expressions of “cancellation” or...
§ 28:2–721. Remedies for fraud - Remedies for material misrepresentation or fraud include all remedies available...
§ 28:2–722. Who can sue third parties for injury to goods - Where a third party so deals with goods which have...
§ 28:2–723. Proof of market price: time and place - (1) If an action based on anticipatory repudiation comes to...
§ 28:2–724. Admissibility of market quotations - Whenever the prevailing price or value of any goods regularly...
§ 28:2–725. Statute of limitations in contracts for sale - (1) An action for breach of any contract for sale...