Wisconsin Statutes & Annotations
Chapter 402 - Uniform commercial code — sales.
402.204 - Formation in general.

402.204 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.
Even if the parties writings do not constitute a contract, a contract may be found through the parties' conduct. AMPI v. Meadow Gold Dairies, 27 F.3d 268 (1994).
Shrinkwrap license agreements contained in computer software packages are enforceable unless their terms are objectionable on general contract grounds. ProCD, Incorporated v. Zeidenberg, 86 F.3d 1447 (1996).
Offer and acceptance are defined more liberally under the uniform commercial code than under Wisconsin common law. C.G. Schmidt, Inc. v. Permasteelisa North Am., 825 F.3d 801 (2016).
Contract formation under Article II of the Uniform Commercial Code. Edwards. 61 MLR 215.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 402 - Uniform commercial code — sales.

402.101 - Short title.

402.102 - Scope; certain security and other transactions excluded from this chapter.

402.103 - Definitions and index of definitions.

402.104 - Definitions: “merchant"; “between merchants"; “financing agency".

402.105 - Definitions: transferability; “goods"; “future" goods; “lot"; “commercial unit".

402.106 - Definitions: “contract"; “agreement"; “contract for sale"; “sale"; “present sale"; “conforming" to contract; “termination"; “cancellation".

402.107 - Goods to be severed from realty: recording.

402.201 - Formal requirements; statute of frauds.

402.202 - Final written expression: parol or extrinsic evidence.

402.203 - Seals inoperative.

402.204 - Formation in general.

402.205 - Firm offers.

402.206 - Offer and acceptance in formation of contract.

402.207 - Additional terms in acceptance or confirmation.

402.208 - Course of performance or practical construction.

402.209 - Modification, rescission and waiver.

402.210 - Delegation of performance; assignment of rights.

402.301 - General obligations of parties.

402.302 - Unconscionable contract or clause.

402.303 - Allocation or division of risks.

402.304 - Price payable in money, goods, realty, or otherwise.

402.305 - Open price term.

402.306 - Output, requirements and exclusive dealings.

402.307 - Delivery in single lot or several lots.

402.308 - Absence of specified place for delivery.

402.309 - Absence of specific time provisions; notice of termination.

402.310 - Open time for payment or running of credit; authority to ship under reservation.

402.311 - Options and cooperation respecting performance.

402.312 - Warranty of title and against infringements; buyer's obligation against infringement.

402.313 - Express warranties by affirmation, promise, description, sample.

402.314 - Implied warranty: merchantability; usage of trade.

402.315 - Implied warranty: fitness for particular purpose.

402.316 - Exclusion or modification of warranties.

402.317 - Cumulation and conflict of warranties express or implied.

402.318 - Third-party beneficiaries of warranties, express or implied.

402.319 - F.O.B. and F.A.S. terms.

402.320 - C.I.F. and C.& F. terms.

402.321 - C.I.F. or C.& F.: “net landed weights"; “payment on arrival"; warranty of condition on arrival.

402.322 - Delivery “ex-ship".

402.323 - Form of bill of lading required in overseas shipment; “overseas".

402.324 - “ No arrival, no sale" term.

402.325 - “ Letter of credit" term; “confirmed credit".

402.326 - Sale on approval and sale or return; rights of creditors.

402.327 - Special incidents of sale on approval and sale or return.

402.328 - Sale by auction.

402.401 - Passing of title; reservation for security; limited application of this section.

402.402 - Rights of seller's creditors against sold goods.

402.403 - Power to transfer; good faith purchase of goods; “entrusting".

402.501 - Insurable interest in goods; manner of identification of goods.

402.502 - Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.

402.503 - Manner of seller's tender of delivery.

402.504 - Shipment by seller.

402.505 - Seller's shipment under reservation.

402.506 - Rights of financing agency.

402.507 - Effect of seller's tender; delivery on condition.

402.508 - Cure by seller of improper tender or delivery; replacement.

402.509 - Risk of loss in the absence of breach.

402.510 - Effect of breach on risk of loss.

402.511 - Tender of payment by buyer; payment by check.

402.512 - Payment by buyer before inspection.

402.513 - Buyer's right to inspection of goods.

402.514 - When documents deliverable on acceptance; when on payment.

402.515 - Preserving evidence of goods in dispute.

402.601 - Buyer's rights on improper delivery.

402.602 - Manner and effect of rightful rejection.

402.603 - Merchant buyer's duties as to rightfully rejected goods.

402.604 - Buyer's options as to salvage of rightfully rejected goods.

402.605 - Waiver of buyer's objections by failure to particularize.

402.606 - What constitutes acceptance of goods.

402.607 - Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

402.608 - Revocation of acceptance in whole or in part.

402.609 - Right to adequate assurance of performance.

402.610 - Anticipatory repudiation.

402.611 - Retraction of anticipatory repudiation.

402.612 - “ Installment contract"; breach.

402.613 - Casualty to identified goods.

402.614 - Substituted performance.

402.615 - Excuse by failure of presupposed conditions.

402.616 - Procedure on notice claiming excuse.

402.701 - Remedies for breach of collateral contracts not impaired.

402.702 - Seller's remedies on discovery of buyer's insolvency.

402.703 - Seller's remedies in general.

402.704 - Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

402.705 - Seller's stoppage of delivery in transit or otherwise.

402.706 - Seller's resale including contract for resale.

402.707 - “ Person in the position of a seller".

402.708 - Seller's damages for nonacceptance or repudiation.

402.709 - Action for the price.

402.710 - Seller's incidental damages.

402.711 - Buyer's remedies in general; buyer's security interest in rejected goods.

402.712 - “ Cover"; buyer's procurement of substitute goods.

402.713 - Buyer's damages for nondelivery or repudiation.

402.714 - Buyer's damages for breach in regard to accepted goods.

402.715 - Buyer's incidental and consequential damages.

402.716 - Buyer's right to specific performance or replevin.

402.717 - Deduction of damages from the price.

402.718 - Liquidation or limitation of damages; deposits.

402.719 - Contractual modification or limitation of remedy.

402.720 - Effect of “cancellation" or “rescission" on claims for antecedent breach.

402.721 - Remedies for fraud.

402.722 - Who can sue 3rd parties for injury to goods.

402.723 - Proof of market price: time and place.

402.724 - Admissibility of market quotations.

402.725 - Statute of limitations in contracts for sale.