(810 ILCS 5/Art. 2 heading)
(810 ILCS 5/Art. 2 Pt. 1 heading)
(810 ILCS 5/2-101) (from Ch. 26, par. 2-101)
Sec. 2-101.
Short title.
This Article shall be known and may be cited as Uniform Commercial
Code--Sales.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-102) (from Ch. 26, par. 2-102)
Sec. 2-102.
Scope; certain security and other transactions excluded from this article.
Unless the context otherwise requires, this Article applies to
transactions in goods; it does not apply to any transaction which although
in the form of an unconditional contract to sell or present sale is
intended to operate only as a security transaction nor does this Article
impair or repeal any statute regulating sales to consumers, farmers or
other specified classes of buyers.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-103) (from Ch. 26, par. 2-103)
Sec. 2-103. Definitions and index of definitions.
(1) In this Article unless the context otherwise requires
(2) Other definitions applying to this Article or to specified Parts
thereof, and the sections in which they appear are:
(3) "Control" as provided in Section 7-106 and the
following definitions in other Articles apply to this Article:
(4) In addition Article 1 contains general definitions and principles of
construction and interpretation applicable throughout this Article.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-104) (from Ch. 26, par. 2-104)
Sec. 2-104. Definitions. "merchant"; "between merchants"; "financing agency".
(1) "Merchant" means a person who deals in goods of the kind or
otherwise by his occupation holds himself out as having knowledge or skill
peculiar to the practices or goods involved in the transaction or to whom
such knowledge or skill may be attributed by his employment of an agent or
broker or other intermediary who by his occupation holds himself out as
having such knowledge or skill.
(2) "Financing agency" means a bank, finance company or other person who
in the ordinary course of business makes advances against goods or
documents of title or who by arrangement with either the seller or the
buyer intervenes in ordinary course to make or collect payment due or
claimed under the contract for sale, as by purchasing or paying the
seller's draft or making advances against it or by merely taking it for
collection whether or not documents of title accompany or are associated with the draft.
"Financing agency" includes also a bank or other person who similarly
intervenes between persons who are in the position of seller and buyer in
respect to the goods (Section 2-707).
(3) "Between merchants" means in any transaction with respect to which
both parties are chargeable with the knowledge or skill of merchants.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-105) (from Ch. 26, par. 2-105)
Sec. 2-105.
Definitions:
transferability; "goods"; "future" goods; "lot"; "commercial
unit".
(1) "Goods" means all things, including specially manufactured goods,
which are movable at the time of identification to the contract for sale
other than the money in which the price is to be paid, investment
securities (Article 8) and things in action. "Goods" also includes the
unborn young of animals and growing crops and other identified things
attached to realty as described in the section on goods to be severed from
realty (Section 2-107).
(2) Goods must be both existing and identified before any interest in
them can pass. Goods which are not both existing and identified are
"future" goods. A purported present sale of future goods or of any interest
therein operates as a contract to sell.
(3) There may be a sale of a part interest in existing identified goods.
(4) An undivided share in an identified bulk of fungible goods is
sufficiently identified to be sold although the quantity of the bulk is not
determined. Any agreed proportion of such a bulk or any quantity thereof
agreed upon by number, weight or other measure may to the extent of the
seller's interest in the bulk be sold to the buyer who then becomes an
owner in common.
(5) "Lot" means a parcel or a single article which is the subject matter
of a separate sale or delivery, whether or not it is sufficient to perform
the contract.
(6) "Commercial unit" means such a unit of goods as by commercial usage
is a single whole for purposes of sale and division of which materially
impairs its character or value on the market or in use. A commercial unit
may be a single article (as a machine) or a set of articles (as a suite of
furniture or an assortment of sizes) or a quantity (as a bale, gross, or
carload) or any other unit treated in use or in the relevant market as a
single whole.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-106) (from Ch. 26, par. 2-106)
Sec. 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" and
"agreement" are limited to those relating to the present or future sale of
goods. "Contract for sale" includes both a present sale of goods and a
contract to sell goods at a future time. A "sale" consists in the passing
of title from the seller to the buyer for a price (Section 2-401). A
"present sale" means a sale which is accomplished by the making of the
contract.
(2) Goods or conduct including any part of a performance are
"conforming" or conform to the contract when they are in accordance with
the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power created
by agreement or law puts an end to the contract otherwise than for its
breach. On "termination" all obligations which are still executory on both
sides are discharged but any right based on prior breach or performance
survives.
(4) "Cancellation" occurs when either party puts an end to the contract
for breach by the other and its effect is the same as that of "termination"
except that the cancelling party also retains any remedy for breach of the
whole contract or any unperformed balance.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-107) (from Ch. 26, par. 2-107)
Sec. 2-107.
Goods to Be Severed From Realty: Recording.
(1) A contract for the sale of minerals or the like (including oil and
gas) or a structure or its materials to be removed from realty is a
contract for the sale of goods within this Article if they are to be
severed by the seller but until severance a purported present sale thereof
which is not effective as a transfer of an interest in land is effective
only as a contract to sell.
(2) A contract for the sale apart from the land of growing crops or
other things attached to realty and capable of severance without material
harm thereto but not described in subsection (1) or of timber to be cut is
a contract for the sale of goods within this Article whether the subject
matter is to be severed by the buyer or by the seller even though it forms
part of the realty at the time of contracting, and the parties can by
identification effect a present sale before severance.
(3) The provisions of this Section are subject to any third party rights
provided by the law relating to realty records, and the contract for sale
may be executed and recorded as a document transferring an interest in land
and shall then constitute notice to third parties of the buyer's rights
under the contract for sale.
(Source: P.A. 77-2810.)
(810 ILCS 5/Art. 2 Pt. 2 heading)
(810 ILCS 5/2-201) (from Ch. 26, par. 2-201)
Sec. 2-201.
Formal requirements; statute of frauds.
(1) Except as otherwise provided in this Section a contract for the sale
of goods for the price of $500 or more is not enforceable by way of action
or defense unless there is some writing sufficient to indicate that a
contract for sale has been made between the parties and signed by the party
against whom enforcement is sought or by his authorized agent or broker. A
writing is not insufficient because it omits or incorrectly states a term
agreed upon but the contract is not enforceable under this paragraph beyond
the quantity of goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in
confirmation of the contract and sufficient against the sender is received
and the party receiving it has reason to know its contents, it satisfies
the requirements of subsection (1) against such party unless written notice
of objection to its contents is given within 10 days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1)
but which is valid in other respects is enforceable
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-202) (from Ch. 26, par. 2-202)
Sec. 2-202. Final written expression: parol or extrinsic evidence.
Terms with respect to which the confirmatory memoranda of the parties
agree or which are otherwise set forth in a writing intended by the parties
as a final expression of their agreement with respect to such terms as are
included therein may not be contradicted by evidence of any prior agreement
or of a contemporaneous oral agreement but may be explained or supplemented
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-203) (from Ch. 26, par. 2-203)
Sec. 2-203.
Seals inoperative.
The affixing of a seal to a writing evidencing a contract for sale or an
offer to buy or sell goods does not constitute the writing a sealed
instrument and the law with respect to sealed instruments does not apply to
such a contract or offer.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-204) (from Ch. 26, par. 2-204)
Sec. 2-204.
Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to
show agreement, including conduct by both parties which recognizes the
existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be
found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does
not fail for indefiniteness if the parties have intended to make a contract
and there is a reasonably certain basis for giving an appropriate remedy.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-205) (from Ch. 26, par. 2-205)
Sec. 2-205.
Firm
offers.
An offer by a merchant to buy or sell goods in a signed writing which by
its terms gives assurance that it will be held open is not revocable, for
lack of consideration, during the time stated or if no time is stated for a
reasonable time, but in no event may such period of irrevocability exceed 3
months; but any such term of assurance on a form supplied by the offeree
must be separately signed by the offeror.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-206) (from Ch. 26, par. 2-206)
Sec. 2-206.
Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or
circumstances
(2) Where the beginning of a requested performance is a reasonable mode
of acceptance an offeror who is not notified of acceptance within a
reasonable time may treat the offer as having lapsed before acceptance.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-207) (from Ch. 26, par. 2-207)
Sec. 2-207.
Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written
confirmation which is sent within a reasonable time operates as an
acceptance even though it states terms additional to or different from
those offered or agreed upon, unless acceptance is expressly made
conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition
to the contract. Between merchants such terms become part of the contract
unless:
(3) Conduct by both parties which recognizes the existence of a contract
is sufficient to establish a contract for sale although the writings of the
parties do not otherwise establish a contract. In such case the terms of
the particular contract consist of those terms on which the writings of the
parties agree, together with any supplementary terms incorporated under any
other provisions of this Act.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-208) (from Ch. 26, par. 2-208)
Sec. 2-208. (Blank).
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-209) (from Ch. 26, par. 2-209)
Sec. 2-209.
Modification, rescission and waiver.
(1) An agreement modifying a contract within this Article needs no
consideration to be binding.
(2) A signed agreement which excludes modification or rescission except
by a signed writing cannot be otherwise modified or rescinded, but except
as between merchants such a requirement on a form supplied by the merchant
must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this Article
(Section 2-201) must be satisfied if the contract as modified is within
its provisions.
(4) Although an attempt at modification or rescission does not satisfy
the requirements of subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the
contract may retract the waiver by reasonable notification received by the
other party that strict performance will be required of any term waived,
unless the retraction would be unjust in view of a material change of
position in reliance on the waiver.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-210) (from Ch. 26, par. 2-210)
Sec. 2-210.
Delegation of performance; assignment of rights.
(1) A party may perform his duty through a delegate unless otherwise
agreed or unless the other party has a substantial interest in having
his original promisor perform or control the acts required by the
contract. No delegation of performance relieves the party delegating of
any duty to perform or any liability for breach.
(2) Except as otherwise provided in Section 9-406, unless otherwise
agreed all rights of either seller or buyer can
be assigned except where the assignment would materially change the duty
of the other party, or increase materially the burden or risk imposed on
him by his contract, or impair materially his chance of obtaining return
performance. A right to damages for breach of the whole contract or a
right arising out of the assignor's due performance of his entire
obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a security
interest in the seller's interest under a contract is not a transfer that
materially changes the duty of or increases materially the burden or risk
imposed on the buyer or impairs materially the buyer's chance of obtaining
return performance with the purview of subsection (2) unless, and then only to
the extent that, enforcement actually results in a delegation of material
performance of the seller. Even in that event, the creation, attachment,
perfection, and enforcement of the security interest remain effective, but (i)
the seller is liable to the buyer for damages caused by the delegation to the
extent that the damages could not reasonably be prevented by the buyer, and
(ii) a court having jurisdiction may grant other appropriate relief, including
cancellation of the contract for sale or an injunction against enforcement of
the security interest or consummation of the enforcement.
(4) Unless the circumstances indicate the contrary a
prohibition of assignment of "the contract" is to be construed as barring only
the
delegation to the assignee of the assignor's performance.
(5) An assignment of "the contract" or of "all my rights under
the contract" or an assignment in similar general terms is an assignment of
rights and unless the language or the circumstances (as in an assignment
for security) indicate the contrary, it is a delegation of performance
of the duties of the assignor and its acceptance by the assignee
constitutes a promise by him to perform those duties. This promise is
enforceable by either the assignor or the other party to the original
contract.
(6) The other party may treat any assignment which delegates
performance as creating reasonable grounds for insecurity and may
without prejudice to his rights against the assignor demand assurances
from the assignee (Section 2-609).
(Source: P.A. 91-893, eff. 7-1-01.)
(810 ILCS 5/Art. 2 Pt. 3 heading)
(810 ILCS 5/2-301) (from Ch. 26, par. 2-301)
Sec. 2-301.
General obligations of parties.
The obligation of the seller is to transfer and deliver and that of the
buyer is to accept and pay in accordance with the contract.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-302) (from Ch. 26, par. 2-302)
Sec. 2-302.
Unconscionable contract or clause.
(1) If the court as a matter of law finds the contract or any clause of
the contract to have been unconscionable at the time it was made the court
may refuse to enforce the contract, or it may enforce the remainder of the
contract without the unconscionable clause, or it may so limit the
application of any unconscionable clause as to avoid any unconscionable
result.
(2) When it is claimed or appears to the court that the contract or any
clause thereof may be unconscionable the parties shall be afforded a
reasonable opportunity to present evidence as to its commercial setting,
purpose and effect to aid the court in making the determination.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-303) (from Ch. 26, par. 2-303)
Sec. 2-303.
Allocation or division of risks.
Where this Article allocates a risk or a burden as between the parties
"unless otherwise agreed", the agreement may not only shift the allocation
but may also divide the risk or burden.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-304) (from Ch. 26, par. 2-304)
Sec. 2-304.
Price payable in money, goods, realty, or otherwise.
(1) The price can be made payable in money or otherwise. If it is
payable in whole or in part in goods each party is a seller of the goods
which he is to transfer.
(2) Even though all or part of the price is payable in an interest in
realty the transfer of the goods and the seller's obligations with
reference to them are subject to this Article, but not the transfer of the
interest in realty or the transferor's obligations in connection therewith.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-305) (from Ch. 26, par. 2-305)
Sec. 2-305.
Open
price term.
(1) The parties if they so intend can conclude a contract for sale even
though the price is not settled. In such a case the price is a reasonable
price at the time for delivery if
(2) A price to be fixed by the seller or by the buyer means a price for
him to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement of the
parties fails to be fixed through fault of one party the other may at his
option treat the contract as cancelled or himself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price
be fixed or agreed and it is not fixed or agreed there is no contract. In
such a case the buyer must return any goods already received or if unable
so to do must pay their reasonable value at the time of delivery and the
seller must return any portion of the price paid on account.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-306) (from Ch. 26, par. 2-306)
Sec. 2-306.
Output, requirements and exclusive dealings.
(1) A term which measures the quantity by the output of the seller or
the requirements of the buyer means such actual output or requirements as
may occur in good faith, except that no quantity unreasonably
disproportionate to any stated estimate or in the absence of a stated
estimate to any normal or otherwise comparable prior output or requirements
may be tendered or demanded.
(2) A lawful agreement by either the seller or the buyer for exclusive
dealing in the kind of goods concerned imposes unless otherwise agreed an
obligation by the seller to use best efforts to supply the goods and by the
buyer to use best efforts to promote their sale.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-307) (from Ch. 26, par. 2-307)
Sec. 2-307.
Delivery in single lot or several lots.
Unless otherwise agreed all goods called for by a contract for sale must
be tendered in a single delivery and payment is due only on such tender but
where the circumstances give either party the right to make or demand
delivery in lots the price if it can be apportioned may be demanded for
each lot.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-308) (from Ch. 26, par. 2-308)
Sec. 2-308.
Absence of specified place for delivery.
Unless otherwise agreed
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-309) (from Ch. 26, par. 2-309)
Sec. 2-309.
Absence of specific time provisions; notice of termination.
(1) The time for shipment or delivery or any other action under a
contract if not provided in this Article or agreed upon shall be a
reasonable time.
(2) Where the contract provides for successive performances but is
indefinite in duration it is valid for a reasonable time but unless
otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening of an
agreed event requires that reasonable notification be received by the other
party and an agreement dispensing with notification is invalid if its
operation would be unconscionable.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-310) (from Ch. 26, par. 2-310)
Sec. 2-310. Open
time for payment or running of credit authority to ship under reservation.
Unless otherwise agreed
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-311) (from Ch. 26, par. 2-311)
Sec. 2-311.
Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite
(subsection (3) of Section 2-204 to be a contract is not made invalid by
the fact that it leaves particulars of performance to be specified by one
of the parties. Any such specification must be made in good faith and
within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the
goods are at the buyer's option and except as otherwise provided in
subsections (1) (c) and (3) of Section 2-319 specifications or
arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's
performance but is not seasonably made or where one party's cooperation is
necessary to the agreed performance of the other but is not seasonably
forthcoming, the other party in addition to all other remedies.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-312) (from Ch. 26, par. 2-312)
Sec. 2-312.
Warranty of title and against infringement; buyer's obligation against
infringement.
(1) Subject to subsection (2) there is in a contract for sale a warranty
by the seller that
(2) A warranty under subsection (1) will be excluded or modified only by
specific language or by circumstances which give the buyer reason to know
that the person selling does not claim title in himself or that he is
purporting to sell only such right or title as he or a third person may
have.
(3) Unless otherwise agreed a seller who is a merchant regularly dealing
in goods of the kind warrants that the goods shall be delivered free of the
rightful claim of any third person by way of infringement or the like but a
buyer who furnishes specifications to the seller must hold the seller
harmless against any such claim which arises out of compliance with the
specifications.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-313) (from Ch. 26, par. 2-313)
Sec. 2-313.
Express warranties by affirmation, promise, description, sample.
(1) Express warranties by the seller are created as follows:
(2) It is not necessary to the creation of an express warranty that the
seller use formal words such as "warrant" or "guarantee" or that he have a
specific intention to make a warranty, but an affirmation merely of the
value of the goods or a statement purporting to be merely the seller's
opinion or commendation of the goods does not create a warranty.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-314) (from Ch. 26, par. 2-314)
Sec. 2-314.
Implied warranty: merchantability; usage of trade.
(1) Unless excluded or modified (Section 2-316), a warranty that the
goods shall be merchantable is implied in a contract for their sale if the
seller is a merchant with respect to goods of that kind. Under this Section
the serving for value of food or drink to be consumed either on the
premises or elsewhere is a sale.
(2) Goods to be merchantable must be at least such as
(3) Unless excluded or modified (Section 2-316) other implied
warranties may arise from course of dealing or usage of trade.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-315) (from Ch. 26, par. 2-315)
Sec. 2-315.
Implied warranty: fitness for particular purpose.
Where the seller at the time of contracting has reason to know any
particular purpose for which the goods are required and that the buyer is
relying on the seller's skill or judgment to select or furnish suitable
goods, there is unless excluded or modified under the next section an
implied warranty that the goods shall be fit for such purpose.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-316) (from Ch. 26, par. 2-316)
Sec. 2-316.
Exclusion or modification of warranties.
(1) Words or conduct relevant to the creation of an express warranty and
words or conduct tending to negate or limit warranty shall be construed
wherever reasonable as consistent with each other; but subject to the
provisions of this Article on parol or extrinsic evidence (Section 2-202)
negation or limitation is inoperative to the extent that such construction
is unreasonable.
(2) Subject to subsection (3), to exclude or modify the implied warranty
of merchantability or any part of it the language must mention
merchantability and in case of a writing must be conspicuous, and to
exclude or modify any implied warranty of fitness the exclusion must be by
a writing and conspicuous. Language to exclude all implied warranties of
fitness is sufficient if it states, for example, that "There are no
warranties which extend beyond the description on the face hereof."
(3) Notwithstanding subsection (2)
(a) unless the circumstances indicate otherwise, all implied
warranties are excluded by expressions like "as is", "with all faults" or
other language which in common understanding calls the buyer's attention to
the exclusion of warranties and makes plain that there is no implied
warranty; and
(b) when the buyer before entering into the contract has examined the
goods or the sample or model as fully as he desired or has refused to
examine the goods there is no implied warranty with regard to defects which
an examination ought in the circumstances to have revealed to him; and
(c) an implied warranty can also be excluded or modified by course of
dealing or course of performance or usage of trade; and
(d) the implied warranties of merchantability and fitness for a particular
purpose do not apply to the sale of cattle, swine, sheep, horses, poultry
and turkeys, or the unborn young of any of the foregoing, provided the seller
has made reasonable efforts to comply with State and federal regulations
pertaining to animal health. This exemption does not apply if the seller
had knowledge that the animal was diseased at the time of the sale.
(4) Remedies for breach of warranty can be limited in accordance with
the provisions of this Article on liquidation or limitation of damages and
on contractual modification of remedy (Sections 2-718 and 2-719).
(Source: P.A. 82-234.)
(810 ILCS 5/2-317) (from Ch. 26, par. 2-317)
Sec. 2-317.
Cumulation and conflict of warranties express or implied.
Warranties whether express or implied shall be construed as consistent
with each other and as cumulative, but if such construction is unreasonable
the intention of the parties shall determine which warranty is dominant.
In ascertaining that intention the following rules apply:
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-318) (from Ch. 26, par. 2-318)
Sec. 2-318.
Third party beneficiaries of warranties express or implied.
A seller's warranty whether express or implied extends to any natural
person who is in the family or household of his buyer or who is a guest in
his home if it is reasonable to expect that such person may use, consume or
be affected by the goods and who is injured in person by breach of the
warranty. A seller may not exclude or limit the operation of this Section.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-319) (from Ch. 26, par. 2-319)
Sec. 2-319.
F.O.B.
and F.A.S. terms.
(1) Unless otherwise agreed the term F.O.B. (which means "free on
board") at a named place, even though used only in connection with the
stated price, is a delivery term under which
(2) Unless otherwise agreed the term F.A.S. vessel (which means "free
alongside") at a named port, even though used only in connection with the
stated price, is a delivery term under which the seller must
(3) Unless otherwise agreed in any case falling within subsection (1)
(a) or (c) or subsection (2) the buyer must seasonably give any needed
instructions for making delivery, including when the term is F.A.S. or
F.O.B. the loading berth of the vessel and in an appropriate case its name
and sailing date. The seller may treat the failure of needed instructions
as a failure of cooperation under this Article (Section 2-311). He may
also at his option move the goods in any reasonable manner preparatory to
delivery or shipment.
(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the
buyer must make payment against tender of the required documents and the
seller may not tender nor the buyer demand delivery of the goods in
substitution for the documents.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-320) (from Ch. 26, par. 2-320)
Sec. 2-320.
C.I.F.
and C. & F. terms.
(1) The term C.I.F. means that the price includes in a lump sum the cost
of the goods and the insurance and freight to the named destination. The
term C. & F. or C.F. means that the price so includes cost and freight to
the named destination.
(2) Unless otherwise agreed and even though used only in connection with
the stated price and destination, the term C.I.F. destination or its
equivalent requires the seller at his own expense and risk to
(3) Unless otherwise agreed the term C. & F. or its equivalent has the
same effect and imposes upon the seller the same obligations and risks as a
C.I.F. term except the obligation as to insurance.
(4) Under the term C.I.F. or C. & F. unless otherwise agreed the buyer
must make payment against tender of the required documents and the seller
may not tender nor the buyer demand delivery of the goods in substitution
for the documents.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-321) (from Ch. 26, par. 2-321)
Sec. 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. & F.
(1) Where the price is based on or is to be adjusted according to
"net landed weights", "delivered weights", "out turn" quantity or
quality or the like, unless otherwise agreed the seller must reasonably
estimate the price. The payment due on tender of the documents called
for by the contract is the amount so estimated, but after final
adjustment of the price a settlement must be made with commercial
promptness.
(2) An agreement described in subsection (1) or any warranty of
quality or condition of the goods on arrival places upon the seller the
risk of ordinary deterioration, shrinkage and the like in transportation
but has no effect on the place or time of identification to the contract
for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment
on or after arrival of the goods the seller must before payment allow
such preliminary inspection as is feasible; but if the goods are lost
delivery of the documents and payment are due when the goods should have
arrived.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-322) (from Ch. 26, par. 2-322)
Sec. 2-322.
Delivery "ex-ship".
(1) Unless otherwise agreed a term for delivery of goods "ex-ship"
(which means from the carrying vessel) or in equivalent language is not
restricted to a particular ship and requires delivery from a ship which has
reached a place at the named port of destination where goods of the kind
are usually discharged.
(2) Under such a term unless otherwise agreed
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-323) (from Ch. 26, par. 2-323)
Sec. 2-323. Form
of bill of lading required in overseas shipment; "overseas".
(1) Where the contract contemplates overseas shipment and contains a
term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed
must obtain a negotiable bill of lading stating that the goods have been
loaded on board or, in the case of a term C.I.F. or C. & F., received for
shipment.
(2) Where in a case within subsection (1) a tangible bill of lading has been
issued in a set of parts, unless otherwise agreed if the documents are not
to be sent from abroad the buyer may demand tender of the full set;
otherwise only one part of the bill of lading need be tendered. Even if the
agreement expressly requires a full set:
(3) A shipment by water or by air or a contract contemplating such
shipment is "overseas" insofar as by usage of trade or agreement it is
subject to the commercial, financing or shipping practices characteristic
of international deep water commerce.
(Source: P.A. 100-201, eff. 8-18-17.)
(810 ILCS 5/2-324) (from Ch. 26, par. 2-324)
Sec. 2-324.
"No
arrival, no sale" term.
Under a term "no arrival, no sale" or terms of like meaning, unless
otherwise agreed,
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-325) (from Ch. 26, par. 2-325)
Sec. 2-325.
"Letter of credit" term; "confirmed credit".
(1) Failure of the buyer seasonably to furnish an agreed letter of
credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the
buyer's obligation to pay. If the letter of credit is dishonored, the
seller may on seasonable notification to the buyer require payment directly
from him.
(3) Unless otherwise agreed the term "letter of credit" or "banker's
credit" in a contract for sale means an irrevocable credit issued by a
financing agency of good repute and, where the shipment is overseas, of
good international repute. The term "confirmed credit" means that the
credit must also carry the direct obligation of such an agency which does
business in the seller's financial market.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-326) (from Ch. 26, par. 2-326)
Sec. 2-326.
Sale
on approval and sale or return; rights of creditors.
(1) Unless otherwise agreed, if delivered goods may be returned by the
buyer even though they conform to the contract, the transaction is
(2) Goods held on approval are not
subject to the claims of the buyer's creditors until acceptance; goods held
on sale or return are subject to such claims while in the buyer's
possession.
(3) Any "or return" term of a contract for sale is to be treated as a
separate contract for sale within the statute of frauds section of this
Article (Section 2-201) and as contradicting the sale aspect of the
contract within the provisions of this Article on parol or extrinsic
evidence (Section 2-202).
(Source: P.A. 91-893, eff. 7-1-01.)
(810 ILCS 5/2-327) (from Ch. 26, par. 2-327)
Sec. 2-327.
Special incidents of sale on approval and sale or return.
(1) Under a sale on approval unless otherwise agreed
(2) Under a sale or return unless otherwise agreed
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-328) (from Ch. 26, par. 2-328)
Sec. 2-328.
Sale by auction.
(1) In a sale by auction if goods are put up in lots each lot is the
subject of a separate sale.
(2) A sale by auction is complete when the auctioneer so announces
by the fall of the hammer or in other customary manner. Where a bid is
made while the hammer is falling in acceptance of a prior bid the
auctioneer may in his discretion reopen the bidding or declare the goods
sold under the bid on which the hammer was falling.
(3) Such a sale is with reserve unless the goods are in explicit
terms put up without reserve. In an auction with reserve the auctioneer
may withdraw the goods at any time until he announces completion of the
sale. In an auction without reserve, after the auctioneer calls for bids
on an article or lot, that article or lot cannot be withdrawn unless no
bid is made within a reasonable time. In either case a bidder may
retract his bid until the auctioneer's announcement of completion of the
sale, but a bidder retraction does not revive any previous bid.
(4) If the auctioneer knowingly receives a bid on the seller's
behalf or the seller makes or procures such a bid, and notice has not
been given that liberty for such bidding is reserved, the buyer may at
his option avoid the sale or take the goods at the price of the last
good faith bid prior to the completion of the sale. This subsection
shall not apply to any bid at a forced sale.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/Art. 2 Pt. 4 heading)
(810 ILCS 5/2-401) (from Ch. 26, par. 2-401)
Sec. 2-401. Passing of title; reservation for security; limited application of this
Section.
Each provision of this Article with regard to the rights, obligations
and remedies of the seller, the buyer, purchasers or other third parties
applies irrespective of title to the goods except where the provision
refers to such title. Insofar as situations are not covered by the other
provisions of this Article and matters concerning title become material the
following rules apply:
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-402) (from Ch. 26, par. 2-402)
Sec. 2-402.
Rights of seller's creditors against sold goods.
(1) Except as provided in subsections (2) and (3), rights of unsecured
creditors of the seller with respect to goods which have been identified to
a contract for sale are subject to the buyer's rights to recover the goods
under this Article (Sections 2-502 and 2-716).
(2) A creditor of the seller may treat a sale or an identification of
goods to a contract for sale as void if as against him a retention of
possession by the seller is fraudulent under any rule of law of the state
where the goods are situated, except that retention of possession in good
faith and current course of trade by a merchant-seller for a commercially
reasonable time after a sale or identification is not fraudulent.
(3) Nothing in this Article shall be deemed to impair the rights of
creditors of the seller
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-403) (from Ch. 26, par. 2-403)
Sec. 2-403.
Power to transfer; good faith purchase of goods;
"entrusting".
(1) A purchaser of goods acquires all title which his transferor had
or had power to transfer except that a purchaser of a limited interest
acquires rights only to the extent of the interest purchased. A person
with voidable title has power to transfer a good title to a good faith
purchaser for value. When goods have been delivered under a transaction
of purchase the purchaser has such power even though
(2) Any entrusting of possession of goods to a merchant who deals in
goods of that kind gives him power to transfer all rights of the
entruster to a buyer in ordinary course of business.
(3) "Entrusting" includes any delivery and any acquiescence in
retention of possession regardless of any condition expressed between
the parties to the delivery or acquiescence and regardless of whether
the procurement of the entrusting or the possessor's disposition of the
goods have been such as to be larcenous under the criminal law.
(4) The rights of other purchasers of goods and of lien creditors
are governed by the Articles on Secured Transactions (Article 9) and Documents
of Title (Article 7).
(Source: P.A. 87-308.)
(810 ILCS 5/Art. 2 Pt. 5 heading)
(810 ILCS 5/2-501) (from Ch. 26, par. 2-501)
Sec. 2-501.
Insurable interest in goods; manner of identification of goods.
(1) The buyer obtains a special property and an insurable interest in
goods by identification of existing goods as goods to which the contract
refers even though the goods so identified are non-conforming and he has an
option to return or reject them. Such identification can be made at any
time and in any manner explicitly agreed to by the parties. In the absence
of explicit agreement identification occurs
(2) The seller retains an insurable interest in goods so long as title
to or any security interest in the goods remains in him and where the
identification is by the seller alone he may until default or insolvency or
notification to the buyer that the identification is final substitute other
goods for those identified.
(3) Nothing in this Section impairs any insurable interest recognized
under any other statute or rule of law.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-502) (from Ch. 26, par. 2-502)
Sec. 2-502.
Buyer's right to goods on seller's insolvency.
(1) Subject to subsections (2) and (3) and even
though the goods have not
been
shipped a buyer who has paid a part or all of the price of goods in which
he has a special property under the provisions of the immediately preceding
section may on making and keeping good a tender of any unpaid portion of
their price recover them from the seller if:
(2) The buyer's right to recover the goods under subsection (1)(a) vests
upon acquisition of a special property, even if the seller had not then
repudiated or failed to deliver.
(3) If the identification creating his special property has been made by
the buyer he acquires the right to recover the goods only if they conform
to the contract for sale.
(Source: P.A. 91-893, eff. 7-1-01.)
(810 ILCS 5/2-503) (from Ch. 26, par. 2-503)
Sec. 2-503. Manner of seller's tender of delivery.
(1) Tender of delivery requires that the seller put and hold conforming
goods at the buyer's disposition and give the buyer any notification
reasonably necessary to enable him to take delivery. The manner, time and
place for tender are determined by the agreement and this Article, and in
particular
(2) Where the case is within the next section respecting shipment tender
requires that the seller comply with its provisions.
(3) Where the seller is required to deliver at a particular destination
tender requires that he comply with subsection (1) and also in any
appropriate case tender documents as described in subsections (4) and (5)
of this Section.
(4) Where goods are in the possession of a bailee and are to be
delivered without being moved
(5) Where the contract requires the seller to deliver documents
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-504) (from Ch. 26, par. 2-504)
Sec. 2-504.
Shipment by seller.
Where the seller is required or authorized to send the goods to the
buyer and the contract does not require him to deliver them at a particular
destination, then unless otherwise agreed he must
Failure to notify the buyer under paragraph (c) or to make a proper
contract under paragraph (a) is a ground for rejection only if material
delay or loss ensues.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-505) (from Ch. 26, par. 2-505)
Sec. 2-505. Seller's shipment under reservation.
(1) Where the seller has identified goods to the contract by or before
shipment:
(2) When shipment by the seller with reservation of a security interest
is in violation of the contract for sale it constitutes an improper
contract for transportation within the preceding section but impairs
neither the rights given to the buyer by shipment and identification of the
goods to the contract nor the seller's powers as a holder of a negotiable
document of title.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-506) (from Ch. 26, par. 2-506)
Sec. 2-506. Rights of financing agency.
(1) A financing agency by paying or purchasing for value a draft which
relates to a shipment of goods acquires to the extent of the payment or
purchase and in addition to its own rights under the draft and any document
of title securing it any rights of the shipper in the goods including the
right to stop delivery and the shipper's right to have the draft honored by
the buyer.
(2) The right to reimbursement of a financing agency which has in good
faith honored or purchased the draft under commitment to or authority from
the buyer is not impaired by subsequent discovery of defects with reference
to any relevant document which was apparently regular.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-507) (from Ch. 26, par. 2-507)
Sec. 2-507.
Effect of seller's tender; delivery on condition.
(1) Tender of delivery is a condition to the buyer's duty to accept the
goods and, unless otherwise agreed, to his duty to pay for them. Tender
entitles the seller to acceptance of the goods and to payment according to
the contract.
(2) Where payment is due and demanded on the delivery to the buyer of
goods or documents of title, his right as against the seller to retain or
dispose of them is conditional upon his making the payment due.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-508) (from Ch. 26, par. 2-508)
Sec. 2-508.
Cure
by seller of improper tender or delivery; replacement.
(1) Where any tender or delivery by the seller is rejected because
non-conforming and the time for performance has not yet expired, the seller
may seasonably notify the buyer of his intention to cure and may then
within the contract time make a conforming delivery.
(2) Where the buyer rejects a non-conforming tender which the seller had
reasonable grounds to believe would be acceptable with or without money
allowance the seller may if he seasonably notifies the buyer have a further
reasonable time to substitute a conforming tender.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-509) (from Ch. 26, par. 2-509)
Sec. 2-509. Risk
of loss in the absence of breach.
(1) Where the contract requires or authorizes the seller to ship the
goods by carrier
(2) Where the goods are held by a bailee to be delivered without being
moved, the risk of loss passes to the buyer
(3) In any case not within subsection (1) or (2), the risk of loss
passes to the buyer on his receipt of the goods if the seller is a
merchant; otherwise the risk passes to the buyer on tender of delivery.
(4) The provisions of this Section are subject to contrary agreement of
the parties and to the provisions of this Article on sale on approval
(Section 2-327) and on effect of breach on risk of loss (Section 2-510).
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-510) (from Ch. 26, par. 2-510)
Sec. 2-510.
Effect of breach on risk of loss.
(1) Where a tender or delivery of goods so fails to conform to the
contract as to give a right of rejection the risk of their loss remains on
the seller until cure or acceptance.
(2) Where the buyer rightfully revokes acceptance he may to the extent
of any deficiency in his effective insurance coverage treat the risk of
loss as having rested on the seller from the beginning.
(3) Where the buyer as to conforming goods already identified to the
contract for sale repudiates or is otherwise in breach before risk of their
loss has passed to him, the seller may to the extent of any deficiency in
his effective insurance coverage treat the risk of loss as resting on the
buyer for a commercially reasonable time.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-511) (from Ch. 26, par. 2-511)
Sec. 2-511.
Tender of payment by buyer; payment by check.
(1) Unless otherwise agreed tender of payment is a condition to the
seller's duty to tender and complete any delivery.
(2) Tender of payment is sufficient when made by any means or in any
manner current in the ordinary course of business unless the seller demands
payment in legal tender and gives any extension of time reasonably
necessary to procure it.
(3) Subject to the provisions of this Act on the effect of an instrument
on an obligation (Section 3-310), payment by check is conditional and is
defeated as between the parties by dishonor of the check on due
presentment.
(Source: P.A. 87-1135.)
(810 ILCS 5/2-512) (from Ch. 26, par. 2-512)
Sec. 2-512.
Payment by buyer before inspection.
(1) Where the contract requires payment before inspection non-conformity
of the goods does not excuse the buyer from so making payment unless
(2) Payment pursuant to subsection (1) does not constitute an acceptance
of goods or impair the buyer's right to inspect or any of his remedies.
(Source: P.A. 89-534, eff. 1-1-97.)
(810 ILCS 5/2-513) (from Ch. 26, par. 2-513)
Sec. 2-513.
Buyer's right to inspection of goods.
(1) Unless otherwise agreed and subject to subsection (3), where goods
are tendered or delivered or identified to the contract for sale, the buyer
has a right before payment or acceptance to inspect them at any reasonable
place and time and in any reasonable manner. When the seller is required or
authorized to send the goods to the buyer, the inspection may be after
their arrival.
(2) Expenses of inspection must be borne by the buyer but may be
recovered from the seller if the goods do not conform and are rejected.
(3) Unless otherwise agreed and subject to the provisions of this
Article on C.I.F. contracts (subsection (3) of Section 2-321, the buyer
is not entitled to inspect the goods before payment of the price when the
contract provides
(4) A place or method of inspection fixed by the parties is presumed to
be exclusive but unless otherwise expressly agreed it does not postpone
identification or shift the place for delivery or for passing the risk of
loss. If compliance becomes impossible, inspection shall be as provided in
this Section unless the place or method fixed was clearly intended as an
indispensable condition failure of which avoids the contract.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-514) (from Ch. 26, par. 2-514)
Sec. 2-514.
When
documents deliverable on acceptance; when on payment.
Unless otherwise agreed documents against which a draft is drawn are to
be delivered to the drawee on acceptance of the draft if it is payable more
than 3 days after presentment; otherwise, only on payment.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-515) (from Ch. 26, par. 2-515)
Sec. 2-515.
Preserving evidence of goods in dispute.
In furtherance of the adjustment of any claim or dispute
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/Art. 2 Pt. 6 heading)
(810 ILCS 5/2-601) (from Ch. 26, par. 2-601)
Sec. 2-601.
Buyer's rights on improper delivery.
Subject to the provisions of this Article on breach in installment
contracts (Section 2-612) and unless otherwise agreed under the sections
on contractual limitations of remedy (Sections 2-718 and 2-719), if the
goods or the tender of delivery fail in any respect to conform to the
contract, the buyer may
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-602) (from Ch. 26, par. 2-602)
Sec. 2-602.
Manner and effect of rightful rejection.
(1) Rejection of goods must be within a reasonable time after their
delivery or tender. It is ineffective unless the buyer seasonably notifies
the seller.
(2) Subject to the provisions of the two following sections on rejected
goods (Sections 2-603 and 2-604),
(3) The seller's rights with respect to goods wrongfully rejected are
governed by the provisions of this Article on Seller's remedies in general
(Section 2-703).
(Source: Laws 1961, 1st S.S., p. 7.)
(810 ILCS 5/2-603) (from Ch. 26, par. 2-603)
Sec. 2-603.
Merchant buyer's duties as to rightfully rejected goods.
(1) Subject to any security interest in the buyer (subsection (3) of
Section 2-711, when the seller has no agent or place of business at the
market of rejection a merchant buyer is under a duty after rejection of
goods in his possession or control to follow any reasonable instructions
received from the seller with respect to the goods and in the absence of
such instructions to make reasonable efforts to sell them for the seller's
account if they are perishable or threaten to decline in value speedily.
Instructions are not reasonable if on demand indemnity for expenses is not
forthcoming.
(2) When the buyer sells goods under subsection (1), he is entitled to
reimbursement from the seller or out of the proceeds for reasonable
expenses of caring for and selling them, and if the expenses include no
selling commission then to such commission as is usual in the trade or if
there is none to a reasonable sum not exceeding 10% on the gross proceeds.
(3) In complying with this Section the buyer is held only to good faith
and good faith conduct hereunder is neither acceptance nor conversion nor
the basis of an action for damages.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-604) (from Ch. 26, par. 2-604)
Sec. 2-604.
Buyer's options as to salvage of rightfully rejected goods.
Subject to the provisions of the immediately preceding section on
perishables if the seller gives no instructions within a reasonable time
after notification of rejection the buyer may store the rejected goods for
the seller's account or reship them to him or resell them for the seller's
account with reimbursement as provided in the preceding section. Such
action is not acceptance or conversion.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-605) (from Ch. 26, par. 2-605)
Sec. 2-605. Waiver of buyer's objections by failure to particularize.
(1) The buyer's failure to state in connection with rejection a
particular defect which is ascertainable by reasonable inspection precludes
him from relying on the unstated defect to justify rejection or to
establish breach
(2) Payment against documents made without reservation of rights
precludes recovery of the payment for defects apparent in
the
documents.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-606) (from Ch. 26, par. 2-606)
Sec. 2-606.
What
constitutes acceptance of goods.
(1) Acceptance of goods occurs when the buyer
(2) Acceptance of a part of any commercial unit is acceptance of that
entire unit.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-607) (from Ch. 26, par. 2-607)
Sec. 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 any goods accepted.
(2) Acceptance of goods by the buyer precludes rejection of the goods
accepted and if made with knowledge of a non-conformity cannot be revoked
because of it unless the acceptance was on the reasonable assumption that
the non-conformity would be seasonably cured but acceptance does not of
itself impair any other remedy provided by this Article for non-conformity.
(3) Where a tender has been accepted
(4) The burden is on the buyer to establish any breach with respect to
the goods accepted.
(5) Where the buyer is sued for breach of a warranty or other obligation
for which his seller is answerable over
(6) The provisions of subsections (3), (4) and (5) apply to any
obligation of a buyer to hold the seller harmless against infringement or
the like (subsection (3) of Section 2-312.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-608) (from Ch. 26, par. 2-608)
Sec. 2-608.
Revocation of acceptance in whole or in part.
(1) The buyer may revoke his acceptance of a lot or commercial unit
whose non-conformity substantially impairs its value to him if he has
accepted it
(2) Revocation of acceptance must occur within a reasonable time after
the buyer discovers or should have discovered the ground for it and before
any substantial change in condition of the goods which is not caused by
their own defects. It is not effective until the buyer notifies the seller
of it.
(3) A buyer who so revokes has the same rights and duties with regard to
the goods involved as if he had rejected them.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-609) (from Ch. 26, par. 2-609)
Sec. 2-609.
Right to adequate assurance of performance.
(1) A contract for sale imposes an obligation on each party that the
other's expectation of receiving due performance will not be impaired. When
reasonable grounds for insecurity arise with respect to the performance of
either party the other may in writing demand adequate assurance of due
performance and until he receives such assurance may if commercially
reasonable suspend any performance for which he has not already received
the agreed return.
(2) Between merchants the reasonableness of grounds for insecurity and
the adequacy of any assurance offered shall be determined according to
commercial standards.
(3) Acceptance of any improper delivery or payment does not prejudice
the aggrieved party's right to demand adequate assurance of future
performance.
(4) After receipt of a justified demand failure to provide within a
reasonable time not exceeding 30 days such assurance of due performance as
is adequate under the circumstances of the particular case is a repudiation
of the contract.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-610) (from Ch. 26, par. 2-610)
Sec. 2-610.
Anticipatory repudiation.
When either party repudiates the contract with respect to a performance
not yet due the loss of which will substantially impair the value of the
contract to the other, the aggrieved party may
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-611) (from Ch. 26, par. 2-611)
Sec. 2-611.
Retraction of anticipatory repudiation.
(1) Until the repudiating party's next performance is due he can retract
his repudiation unless the aggrieved party has since the repudiation
cancelled or materially changed his position or otherwise indicated that he
considers the repudiation final.
(2) Retraction may be by any method which clearly indicates to the
aggrieved party that the repudiating party intends to perform, but must
include any assurance justifiably demanded under the provisions of this
Article (Section 2-609).
(3) Retraction reinstates the repudiating party's rights under the
contract with due excuse and allowance to the aggrieved party for any delay
occasioned by the repudiation.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-612) (from Ch. 26, par. 2-612)
Sec. 2-612.
"Installment contract"; breach.
(1) An "installment contract" is one which requires or authorizes the
delivery of goods in separate lots to be separately accepted, even though
the contract contains a clause "each delivery is a separate contract" or
its equivalent.
(2) The buyer may reject any installment which is non-conforming if the
non-conformity substantially impairs the value of that installment and
cannot be cured or if the non-conformity is a defect in the required
documents; but if the non-conformity does not fall within subsection (3)
and the seller gives adequate assurance of its cure the buyer must accept
that installment.
(3) Whenever non-conformity or default with respect to one or more
installments substantially impairs the value of the whole contract there is
a breach of the whole. But the aggrieved party reinstates the contract if
he accepts a non-conforming installment without seasonably notifying of
cancellation or if he brings an action with respect only to past
installments or demands performance as to future installments.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-613) (from Ch. 26, par. 2-613)
Sec. 2-613.
Casualty to identified goods.
Where the contract requires for its performance goods identified when
the contract is made, and the goods suffer casualty without fault of either
party before the risk of loss passes to the buyer, or in a proper case
under a "no arrival, no sale" term (Section 2-324) then
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-614) (from Ch. 26, par. 2-614)
Sec. 2-614.
Substituted performance.
(1) Where without fault of either party the agreed berthing, loading, or
unloading facilities fail or an agreed type of carrier becomes unavailable
or the agreed manner of delivery otherwise becomes commercially
impracticable but a commercially reasonable substitute is available, such
substitute performance must be tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic
or foreign governmental regulation, the seller may withhold or stop
delivery unless the buyer provides a means or manner of payment which is
commercially a substantial equivalent. If delivery has already been taken,
payment by the means or in the manner provided by the regulation discharges
the buyer's obligation unless the regulation is discriminatory, oppressive
or predatory.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-615) (from Ch. 26, par. 2-615)
Sec. 2-615.
Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and
subject to the preceding section on substituted performance:
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-616) (from Ch. 26, par. 2-616)
Sec. 2-616.
Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or
indefinite delay or an allocation justified under the preceding section
he may by written notification to the seller as to any delivery
concerned, and where the prospective deficiency substantially impairs
the value of the whole contract under the provisions of this Article
relating to breach of installment contracts (Section 2-612), then also
as to the whole,
(2) If after receipt of such notification from the seller the buyer
fails so to modify the contract within a reasonable time not exceeding
30 days the contract lapses with respect to any deliveries affected.
(3) The provisions of this Section may not be negated by agreement
except in so far as the seller has assumed a greater obligation under
the preceding section.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/Art. 2 Pt. 7 heading)
(810 ILCS 5/2-701) (from Ch. 26, par. 2-701)
Sec. 2-701.
Remedies for breach of collateral contracts not impaired.
Remedies for breach of any obligation or promise collateral or ancillary
to a contract for sale are not impaired by the provisions of this Article.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-702) (from Ch. 26, par. 2-702)
Sec. 2-702.
Seller's remedies on discovery of buyer's insolvency.
(1) Where the seller discovers the buyer to be insolvent he may refuse
delivery except for cash including payment for all goods theretofore
delivered under the contract, and stop delivery under this Article (Section
2-705).
(2) Where the seller discovers that the buyer has received goods on
credit while insolvent he may reclaim the goods upon demand made within 10
days after the receipt, but if misrepresentation of solvency has been made
to the particular seller in writing within 3 months before delivery the 10
day limitation does not apply. Except as provided in this subsection the
seller may not base a right to reclaim goods on the buyer's fraudulent or
innocent misrepresentation of solvency or of intent to pay.
(3) The seller's right to reclaim under subsection (2) is subject to the
rights of a buyer in ordinary course or other good faith purchaser under
this Article (Section 2-403). Successful reclamation of goods excludes all
other remedies with respect to them.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-703) (from Ch. 26, par. 2-703)
Sec. 2-703.
Seller's remedies in general.
Where the buyer wrongfully rejects or revokes acceptance of goods or
fails to make a payment due on or before delivery or repudiates with
respect to a part or the whole, then with respect to any goods directly
affected and, if the breach is of the whole contract (Section 2-612), then
also with respect to the whole undelivered balance, the aggrieved seller
may
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-704) (from Ch. 26, par. 2-704)
Sec. 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
(2) Where the goods are unfinished an aggrieved seller may in the
exercise of reasonable commercial judgment for the purposes of avoiding
loss and of effective realization either complete the manufacture and
wholly identify the goods to the contract or cease manufacture and resell
for scrap or salvage value or proceed in any other reasonable manner.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-705) (from Ch. 26, par. 2-705)
Sec. 2-705. Seller's stoppage of delivery in transit or otherwise.
(1) The seller may stop delivery of goods in the possession of a carrier
or other bailee when he discovers the buyer to be insolvent (Section 2-702)
and may stop delivery of carload, truckload, planeload or larger shipments
of express or freight when the buyer repudiates or fails to make a payment
due before delivery or if for any other reason the seller has a right to
withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(3)(a) To stop delivery the seller must so notify as to enable the
bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the
goods according to the directions of the seller but the seller is liable to
the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the
bailee is not obliged to obey a notification to stop until surrender of possession or control of the
document.
(d) A carrier who has issued a non-negotiable bill of lading is not
obliged to obey a notification to stop received from a person other than
the consignor.
(Source: P.A. 95-895, eff. 1-1-09.)
(810 ILCS 5/2-706) (from Ch. 26, par. 2-706)
Sec. 2-706.
Seller's resale including contract for resale.
(1) Under the conditions stated in Section 2-703 on seller's remedies,
the seller may resell the goods concerned or the undelivered balance
thereof. Where the resale is made in good faith and in a commercially
reasonable manner the seller may recover the difference between the resale
price and the contract price together with any incidental damages allowed
under the provisions of this Article (Section 2-710), but less expenses
saved in consequence of the buyer's breach.
(2) Except as otherwise provided in subsection (3) or unless otherwise
agreed resale may be at public or private sale including sale by way of one
or more contracts to sell or of identification to an existing contract of
the seller. Sale may be as a unit or in parcels and at any time and place
and on any terms but every aspect of the sale including the method, manner,
time, place and terms must be commercially reasonable. The resale must be
reasonably identified as referring to the broken contract, but it is not
necessary that the goods be in existence or that any or all of them have
been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyer
reasonable notification of his intention to resell.
(4) Where the resale is at public sale
(5) A purchaser who buys in good faith at a resale takes the goods free
of any rights of the original buyer even though the seller fails to comply
with one or more of the requirements of this Section.
(6) The seller is not accountable to the buyer for any profit made on
any resale. A person in the position of a seller (Section 2-707) or a buyer
who has rightfully rejected or justifiably revoked acceptance must account
for any excess over the amount of his security interest, as hereinafter
defined (subsection (3) of Section 2-711.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-707) (from Ch. 26, par. 2-707)
Sec. 2-707.
"Person in the position of a seller".
(1) A "person in the position of a seller" includes as against a
principal an agent who has paid or become responsible for the price of
goods on behalf of his principal or anyone who otherwise holds a security
interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this Article
withhold or stop delivery (Section 2-705) and resell (Section 2-706) and
recover incidental damages (Section 2-710).
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-708) (from Ch. 26, par. 2-708)
Sec. 2-708.
Seller's damages for non-acceptance or repudiation.
(1) Subject to subsection (2) and to the provisions of this Article with
respect to proof of market price (Section 2-723), the measure of damages
for non-acceptance or repudiation by the buyer is the difference between
the market price at the time and place for tender and the unpaid contract
price together with any incidental damages provided in this Article
(Section 2-710), but less expenses saved in consequence of the buyer's
breach.
(2) If the measure of damages provided in subsection (1) is inadequate
to put the seller in as good a position as performance would have done then
the measure of damages is the profit (including reasonable overhead) which
the seller would have made from full performance by the buyer, together
with any incidental damages provided in this Article (Section 2-710), due
allowance for costs reasonably incurred and due credit for payments or
proceeds of resale.
(Source: Laws 1961, 1st SS., p. 7.)
(810 ILCS 5/2-709) (from Ch. 26, par. 2-709)
Sec. 2-709.
Action for the price.
(1) When the buyer fails to pay the price as it becomes due the seller
may recover, together with any incidental damages under the next Section,
the price
(2) Where the seller sues for the price he must hold for the buyer any
goods which have been identified to the contract and are still in his
control except that if resale becomes possible he may resell them at any
time prior to the collection of the judgment. The net proceeds of any such
resale must be credited to the buyer and payment of the judgment entitles
him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the
goods or has failed to make a payment due or has repudiated (Section 2-610),
a seller who is held not entitled to the price under this Section
shall nevertheless be awarded damages for non-acceptance under the
preceding Section.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-710) (from Ch. 26, par. 2-710)
Sec. 2-710.
Seller's incidental damages.
Incidental damages to an aggrieved seller include any commercially
reasonable charges, expenses or commissions incurred in stopping delivery,
in the transportation, care and custody of goods after the buyer's breach,
in connection with return or resale of the goods or otherwise resulting
from the breach.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-711) (from Ch. 26, par. 2-711)
Sec. 2-711.
Buyer's remedies in general; buyer's security interest in
rejected goods.
(1) Where the seller fails to make delivery or repudiates or the buyer
rightfully rejects or justifiably revokes acceptance then with respect to
any goods involved, and with respect to the whole if the breach goes to the
whole contract (Section 2-612), the buyer may cancel and whether or not he
has done so may in addition to recovering so much of the price as has been
paid
(2) Where the seller fails to deliver or repudiates the buyer may also
(3) On rightful rejection or justifiable revocation of acceptance a
buyer has a security interest in goods in his possession or control for any
payments made on their price and any expenses reasonably incurred in their
inspection, receipt, transportation, care and custody and may hold such
goods and resell them in like manner as an aggrieved seller (Section 2-706).
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-712) (from Ch. 26, par. 2-712)
Sec. 2-712.
"Cover"; buyer's procurement of substitute goods.
(1) After a breach within the preceding section the buyer may "cover" by
making in good faith and without unreasonable delay any reasonable purchase
of or contract to purchase goods in substitution for those due from the
seller.
(2) The buyer may recover from the seller as damages the difference
between the cost of cover and the contract price together with any
incidental or consequential damages as hereinafter defined (Section 2-715), but
less expenses saved in consequence of the seller's breach.
(3) Failure of the buyer to effect cover within this Section does not
bar him from any other remedy.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-713) (from Ch. 26, par. 2-713)
Sec. 2-713.
Buyer's damages for non-delivery or repudiation.
(1) Subject to the provisions of this Article with respect to proof of
market price (Section 2-723), the measure of damages for non-delivery or
repudiation by the seller is the difference between the market price at the
time when the buyer learned of the breach and the contract price together
with any incidental and consequential damages provided in this Article
(Section 2-715), but less expenses saved in consequence of the seller's
breach.
(2) Market price is to be determined as of the place for tender or, in
cases of rejection after arrival or revocation of acceptance as of the
place of arrival.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-714) (from Ch. 26, par. 2-714)
Sec. 2-714.
Buyer's damages for breach in regard to accepted goods.
(1) Where the buyer has accepted goods and given notification
(subsection (3) of Section 2-607 he may recover as damages for any
non-conformity of tender the loss resulting in the ordinary course of
events from the seller's breach as determined in any manner which is
reasonable.
(2) The measure of damages for breach of warranty is the difference at
the time and place of acceptance between the value of the goods accepted
and the value they would have had if they had been as warranted, unless
special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under the
next section may also be recovered.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-715) (from Ch. 26, par. 2-715)
Sec. 2-715.
Buyer's incidental and consequential damages.
(1) Incidental damages resulting from the seller's breach include
expenses reasonably incurred in inspection, receipt, transportation and
care and custody of goods rightfully rejected, any commercially reasonable
charges, expenses or commissions in connection with effecting cover and any
other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller's breach include
(Source: Laws 1961, 1st S.S., p. 7.)
(810 ILCS 5/2-716) (from Ch. 26, par. 2-716)
Sec. 2-716.
Buyer's right to specific performance or replevin.
(1) Specific performance may be ordered where the goods are unique or in
other proper circumstances.
(2) The judgment for specific performance may include such terms and
conditions as to payment of the price, damages, or other relief as the
court may deem just.
(3) The buyer has a right of replevin for goods identified to the
contract if after reasonable effort he is unable to effect cover for such
goods or the circumstances reasonably indicate that such effort will be
unavailing or if the goods have been shipped under reservation and
satisfaction of the security interest in them has been made or tendered.
In the case of goods bought for personal, family, or household
purposes, the buyer's right of replevin vests upon acquisition of a special
property, even if the seller had not then repudiated or failed to deliver.
(Source: P.A. 91-893, eff. 7-1-01.)
(810 ILCS 5/2-717) (from Ch. 26, par. 2-717)
Sec. 2-717.
Deduction of damages from the price.
The buyer on notifying the seller of his intention to do so may deduct
all or any part of the damages resulting from any breach of the contract
from any part of the price still due under the same contract.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-718) (from Ch. 26, par. 2-718)
Sec. 2-718.
Liquidation or limitation of damages; deposits.
(1) Damages for breach by either party may be liquidated in the
agreement but only at an amount which is reasonable in the light of the
anticipated or actual harm caused by the breach, the difficulties of proof
of loss, and the inconvenience or nonfeasibility of otherwise obtaining an
adequate remedy. A term fixing unreasonably large liquidated damages is
void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of
the buyer's breach, the buyer is entitled to restitution of any amount by
which the sum of his payments exceeds
(3) The buyer's right to restitution under subsection (2) is subject to
offset to the extent that the seller establishes
(4) Where a seller has received payment in goods their reasonable value
or the proceeds of their resale shall be treated as payments for the
purposes of subsection (2); but if the seller has notice of the buyer's
breach before reselling goods received in part performance, his resale is
subject to the conditions laid down in this Article on resale by an
aggrieved seller (Section 2-706).
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-719) (from Ch. 26, par. 2-719)
Sec. 2-719.
Contractual modification or limitation of remedy.
(1) Subject to the provisions of subsections (2) and (3) of this Section
and of the preceding section on liquidation and limitation of damages,
(2) Where circumstances cause an exclusive or limited remedy to fail of
its essential purpose, remedy may be had as provided in this Act.
(3) Consequential damages may be limited or excluded unless the
limitation or exclusion is unconscionable. Limitation of consequential
damages for injury to the person in the case of consumer goods is prima
facie unconscionable but limitation of damages where the loss is commercial
is not.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-720) (from Ch. 26, par. 2-720)
Sec. 2-720.
Effect of "cancellation" or "recision" on claims for antecedent breach.
Unless the contrary intention clearly appears, expressions of
"cancellation" or "rescission" of the contract or the like shall not be
construed as a renunciation or discharge of any claim in damages for an
antecedent breach.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-721) (from Ch. 26, par. 2-721)
Sec. 2-721.
Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies
available under this Article for non-fraudulent breach. Neither rescission
or a claim for rescission of the contract for sale nor rejection or return
of the goods shall bar or be deemed inconsistent with a claim for damages
or other remedy.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-722) (from Ch. 26, par. 2-722)
Sec. 2-722.
Who
can sue third parties for injury to goods.
Where a third party so deals with goods which have been identified to a
contract for sale as to cause actionable injury to a party to that contract
(Source: Laws 1961, 1st S.S., p. 7.)
(810 ILCS 5/2-723) (from Ch. 26, par. 2-723)
Sec. 2-723.
Proof of market price: time and place.
(1) If an action based on anticipatory repudiation comes to trial before
the time for performance with respect to some or all of the goods, any
damages based on market price (Section 2-708 and Section 2-713) shall be
determined according to the price of such goods prevailing at the time when
the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described
in this Article is not readily available the price prevailing within any
reasonable time before or after the time described or at any other place
which in commercial judgment or under usage of trade would serve as a
reasonable substitute for the one described may be used, making any proper
allowance for the cost of transporting the goods to or from such other
place.
(3) Evidence of a relevant price prevailing at a time or place other
than the one described in this Article offered by one party is not
admissible unless and until he has given the other party such notice as the
court finds sufficient to prevent unfair surprise.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-724) (from Ch. 26, par. 2-724)
Sec. 2-724.
Admissibility of market quotations.
Whenever the prevailing price or value of any goods regularly bought and
sold in any established commodity market is in issue, reports in official
publications or trade journals or in newspapers or periodicals of general
circulation published as the reports of such market shall be admissible in
evidence. The circumstances of the preparation of such a report may be
shown to affect its weight but not its admissibility.
(Source: Laws 1961, p. 2101.)
(810 ILCS 5/2-725) (from Ch. 26, par. 2-725)
Sec. 2-725.
Statute of Limitations in Contracts for Sale.
(1) An action for breach of any contract for sale must be commenced
within 4 years after the cause of action has accrued. By the original
agreement the parties may reduce the period of limitation to not less than
one year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the
aggrieved party's lack of knowledge of the breach. A breach of warranty
occurs when tender of delivery is made, except that where a warranty
explicitly extends to future performance of the goods and discovery of the
breach must await the time of such performance the cause of action accrues
when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by subsection (1)
is so terminated as to leave available a remedy by another action for the
same breach such other action may be commenced after the expiration of the
time limited and within 6 months after the termination of the first action
unless the termination resulted from voluntary discontinuance or from
dismissal for failure or neglect to prosecute.
(4) This Section does not alter the law on tolling of the statute of
limitations nor does it apply to causes of action which have accrued before
this Act becomes effective.
(Source: Laws 1961, p. 2101.)
Structure Illinois Compiled Statutes
810 ILCS 5/ - Uniform Commercial Code.
Article 1 - General Provisions
Article 3 - Negotiable Instruments
Article 4 - Bank Deposits And Collections
Article 7 - Documents of Title
Article 8 - Investment Securities
Article 9 - Secured Transactions
Article 10 - Effective Date And Repealer
Article 11 - Effective Date And Transition; Amendatory Act Of 1972
Article 12 - Effective Date And Transition; Amendatory Act Of 1987
Article 13 - Effective Date And Transition; Provisions For Amendatory Act Of 1996