Effective: June 29, 2011
Latest Legislation: House Bill 9 - 129th General Assembly
(A) As used in sections 1302.01 to 1302.98 of the Revised Code, unless the context otherwise requires:
(1) "Buyer" means a person who buys or contracts to buy goods.
(2) "Good faith" has the same meaning as in section 1301.201 of the Revised Code.
(3) "Receipt" of goods means taking physical possession of them.
(4) "Seller" means a person who sells or contracts to sell goods.
(5) "Merchant" means a person who deals in goods of the kind or otherwise by the person's occupation holds the person 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 the person's employment of an agent or broker or other intermediary who by the agent's, broker's, or other intermediary's occupation holds the person out as having such knowledge or skill.
(6) "Financing agency" means a bank, finance company, or other person who in the ordinary course of business make 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 under section 1302.81 of the Revised Code.
(7) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
(8) "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, 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 section 1302.03 of the Revised Code.
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.
There may be a sale of a part interest in existing identified goods.
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.
(9) "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.
(10) "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.
(11) "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. A "present sale" means a sale which is accomplished by the making of the contract.
(12) 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.
(13) "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.
(14) "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.
(B) Other definitions applying to sections 1302.01 to 1302.98 of the Revised Code are:
(1) "Acceptance", as defined in section 1302.64 of the Revised Code;
(2) "Banker's credit", as defined in section 1302.38 of the Revised Code;
(3) "Confirmed credit", as defined in section 1302.38 of the Revised Code;
(4) "Cover", as defined in section 1302.86 of the Revised Code;
(5) "Entrusting", as defined in section 1302.44 of the Revised Code;
(6) "Identification", as defined in section 1302.45 of the Revised Code;
(7) "Installment contract", as defined in section 1302.70 of the Revised Code;
(8) "Letter of credit", as defined in section 1302.38 of the Revised Code;
(9) "Overseas", as defined in section 1302.36 of the Revised Code;
(10) "Person in position of a seller", as defined in section 1302.81 of the Revised Code;
(11) "Sale on approval", as defined in section 1302.39 of the Revised Code;
(12) "Sale or return", as defined in section 1302.39 of the Revised Code.
(C) As used in sections 1302.01 to 1302.98 of the Revised Code, "check" and "draft" have the meaning set forth in section 1303.03 of the Revised Code, "consignee" and "consignor" have the meaning set forth in section 1307.102 of the Revised Code, "consumer goods" has the meaning set forth in section 1309.102 of the Revised Code, "control" has the same meaning as set forth in section 1307.106 of the Revised Code, and "dishonor" has the meaning set forth in section 1303.62 of the Revised Code.
(D) In addition, Chapter 1301. of the Revised Code contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Structure Ohio Revised Code
Title 13 | Commercial Transactions
Section 1302.01 | Definitions - Ucc 2-103 to 2-106.
Section 1302.02 | Scope - Certain Security and Other Transactions Excluded - Ucc 2-102.
Section 1302.03 | Goods to Be Severed From Realty - Recording - Ucc 2-107.
Section 1302.04 | Formal Requirements - Statute of Frauds - Ucc 2-201.
Section 1302.05 | Final Written Expression - Parol or Extrinsic Evidence - Ucc 2-202.
Section 1302.06 | Seals Inoperative - Ucc 2-203.
Section 1302.07 | Formation in General - Ucc 2-204.
Section 1302.08 | Firm Offers - Ucc 2-205.
Section 1302.09 | Offer and Acceptance in Formation of Contract - Ucc 2-206.
Section 1302.10 | Additional Terms in Acceptance or Confirmation - Ucc 2-207.
Section 1302.12 | Modification, Rescission, and Waiver - Ucc 2-209.
Section 1302.13 | Delegation of Performance - Assignment of Rights - Ucc 2-210.
Section 1302.14 | General Obligations of Parties - Ucc 2-301.
Section 1302.15 | Unconscionable Contract or Clause - Ucc 2-302.
Section 1302.16 | Allocation or Division of Risks - Ucc 2-303.
Section 1302.17 | Price Payable in Money, Goods, Realty, or Otherwise - Ucc 2-304.
Section 1302.18 | Open Price Term - Ucc 2-305.
Section 1302.19 | Output, Requirements, and Exclusive Dealings - Ucc 2-306.
Section 1302.20 | Delivery in Single Lot or Several Lots - Ucc 2-307.
Section 1302.21 | Absence of Specified Place for Delivery - Ucc 2-308.
Section 1302.22 | Absence of Specific Time Provisions - Notice of Termination - Ucc 2-309.
Section 1302.24 | Options and Cooperation Respecting Performance - Ucc 2-311.
Section 1302.26 | Express Warranties by Affirmation, Promise, Description, Sample - Ucc 2-313.
Section 1302.27 | Implied Warranty - Merchantability - Usage of Trade - Ucc 2-314.
Section 1302.28 | Implied Warranty - Fitness for Particular Purpose - Ucc 2-315.
Section 1302.29 | Exclusion or Modification of Warranties - Ucc 2-316.
Section 1302.30 | Cumulation and Conflict of Warranties Express or Implied - Ucc 2-317.
Section 1302.31 | Third Party Beneficiaries of Warranties Express or Implied - Ucc 2-318.
Section 1302.32 | f.o.b. and f.a.s. Terms - Ucc 2-319.
Section 1302.33 | c.i.f. and C. and F. Terms - Ucc 2-320.
Section 1302.35 | Delivery Ex-Ship - Ucc 2-322.
Section 1302.37 | No Arrival, No Sale Term - Ucc 2-324.
Section 1302.38 | Letter of Credit - Confirmed Credit - Ucc 2-325.
Section 1302.39 | Sale on Approval and Sale or Return - Rights of Creditors - Ucc 2-326.
Section 1302.40 | Special Incidents of Sale on Approval and Sale or Return - Ucc 2-327.
Section 1302.41 | Sale by Auction - Ucc 2-328.
Section 1302.43 | Rights of Seller's Creditors Against Sold Goods - Ucc 2-402.
Section 1302.44 | Power to Transfer - Good Faith Purchase of Goods - Entrusting Defined - Ucc 2-403.
Section 1302.45 | Insurable Interest in Goods - Manner of Identification of Goods - Ucc 2-501.
Section 1302.47 | Manner of Seller's Tender of Delivery - Ucc 2-503.
Section 1302.48 | Shipment by Seller - Ucc 2-504.
Section 1302.49 | Seller's Shipment Under Reservation - Ucc 2-505.
Section 1302.50 | Rights of Financing Agency - Ucc 2-506.
Section 1302.51 | Effect of Seller's Tender - Delivery on Condition - Ucc 2-507.
Section 1302.52 | Cure by Seller of Improper Tender or Delivery - Replacement - Ucc 2-508.
Section 1302.53 | Risk of Loss in Absence of Breach - Ucc 2-509.
Section 1302.54 | Effect of Breach on Risk of Loss - Ucc 2-510.
Section 1302.55 | Tender of Payment by Buyer - Payment by Check - Ucc 2-511.
Section 1302.56 | Payment by Buyer Before Inspection - Ucc 2-512.
Section 1302.57 | Buyer's Right to Inspection of Goods - Ucc 2-513.
Section 1302.58 | When Documents Deliverable on Acceptance - When on Payment - Ucc 2-514.
Section 1302.59 | Preserving Evidence of Goods in Dispute - Ucc 2-515.
Section 1302.60 | Buyer's Rights on Improper Delivery - Ucc 2-601.
Section 1302.61 | Manner and Effect of Rightful Rejection - Ucc 2-602.
Section 1302.63 | Waiver of Buyer's Objections by Failure to Particularize - Ucc 2-605.
Section 1302.64 | What Constitutes Acceptance of Goods - Ucc 2-606.
Section 1302.66 | Revocation of Acceptance in Whole or in Part - Ucc 2-608.
Section 1302.67 | Right to Adequate Assurance of Performance - Ucc 2-609.
Section 1302.68 | Anticipatory Repudiation - Ucc 2-610.
Section 1302.69 | Retraction of Anticipatory Repudiation - Ucc 2-611.
Section 1302.70 | Installment Contract Defined - Breach - Ucc 2-612.
Section 1302.71 | Casualty to Identified Goods - Ucc 2-613.
Section 1302.72 | Substituted Performance - Ucc 2-614.
Section 1302.73 | Excuse by Failure of Presupposed Conditions - Ucc 2-615.
Section 1302.74 | Procedure on Notice Claiming Excuse - Ucc 2-616.
Section 1302.75 | Remedies for Breach of Collateral Contracts Not Impaired - Ucc 2-701.
Section 1302.76 | Seller's Remedies on Discovery of Buyer's Insolvency - Ucc 2-702.
Section 1302.77 | Seller's Remedies in General - Ucc 2-703.
Section 1302.79 | Seller's Stoppage of Delivery in Transit or Otherwise - Ucc 2-705.
Section 1302.80 | Seller's Resale Including Contract for Resale - Ucc 2-706.
Section 1302.81 | Person in the Position of a Seller - Ucc 2-707.
Section 1302.82 | Seller's Damages for Non-Acceptance or Repudiation - Ucc 2-708.
Section 1302.83 | Action for the Price - Ucc 2-709.
Section 1302.84 | Seller's Incidental Damages - Ucc 2-710.
Section 1302.86 | Cover Defined - Buyer's Procurement of Substitute Goods - Ucc 2-712.
Section 1302.87 | Buyer's Damages for Non-Delivery or Repudiation - Ucc 2-713.
Section 1302.88 | Buyer's Damages for Breach in Regard to Accepted Goods - Ucc 2-714.
Section 1302.89 | Buyer's Incidental and Consequential Damages - Ucc 2-715.
Section 1302.90 | Buyer's Right to Specific Performance or Replevin - Ucc 2-716.
Section 1302.91 | Deduction of Damages From the Price - Ucc 2-717.
Section 1302.92 | Liquidation or Limitation of Damages - Deposits - Ucc 2-718.
Section 1302.93 | Contractual Modification or Limitation of Remedy - Ucc 2-719.
Section 1302.94 | Effect of Cancellation or Rescission on Claims for Antecedent Breach - Ucc 2-720.
Section 1302.95 | Remedies for Fraud - Ucc 2-721.
Section 1302.96 | Who Can Sue Third Parties for Injury to Goods - Ucc 2-722.
Section 1302.98 | Statute of Limitations in Contracts for Sale - Ucc 2-725.