ARTICLE 2
SALES
"© The American Law Institute & the National Conference of
Commissioners on Uniform State Laws. Reproduced with permission for educational
purposes only. All rights reserved."
PART 1. SHORT TITLE, GENERAL
CONSTRUCTION AND SUBJECT MATTER
PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT
PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF
CONTRACT
PART 4. TITLE, CREDITORS AND GOOD FAITH PURCHASERS
PART 5. PERFORMANCE
PART 6. BREACH, REPUDIATION AND EXCUSE
PART 7. REMEDIES
PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER
Section 2101. Short Title.
Section 2102. Scope; Certain Security and Other Transactions Excluded From This Article.
Section 2103. Definitions and Index of Definitions.
Section 2104. Definitions: "Merchant"; "Between Merchants"; "Financing Agency".
Section 2105. Definitions: Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit".
Section 2106. Definitions: "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation".
Section 2107. Goods to Be Severed From Realty: Recording.
Section 2201. Formal Requirements; Statute of Frauds.
Section 2202. Final Written Expression: Parol or Extrinsic Evidence.
Section 2203. Seals Inoperative.
Section 2204. Formation in General.
Section 2205. Firm Offers.
Section 2206. Offer and Acceptance in Formation of Contract.
Section 2207. Additional Terms in Acceptance or Confirmation.
Section 2208. Course of Performance or Practical Construction
Section 2209. Modification, Rescission and Waiver.
Section 2210. Delegation of Performance; Assignment of Rights.
PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT
Section 2301. General Obligations of Parties.
Section 2302. Unconscionable Contract or Clause.
Section 2303. Allocation or Division of Risks.
Section 2304. Price Payable in Money, Goods, Realty, or Otherwise.
Section 2305. Open Price Term.
Section 2306. Output, Requirements and Exclusive Dealings.
Section 2307. Delivery in Single Lot or Several Lots.
Section 2308. Absence of Specified Place for Delivery.
Section 2309. Absence of Specific Time Provisions; Notice of Termination.
Section 2310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.
Section 2311. Options and Cooperation Respecting Performance.
Section 2312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement.
Section 2313. Express Warranties by Affirmation, Promise, Description, Sample.
Section 2314. Implied Warranty: Merchantability; Usage of Trade.
Section 2315. Implied Warranty: Fitness for Particular Purpose.
Section 2316. Exclusion or Modification of Warranties.
Section 2317. Cumulation and Conflict of Warranties Express or Implied.
Section 2318. Third Party Beneficiaries of Warranties Express or Implied.
Section 2319. F.O.B. and F.A.S. Terms.
Section 2320. C.I.F. and C. & F. Terms.
Section 2321. C.I.F. or C. & F.: "Net Landed Weights"; "Payment on Arrival"; Warranty of Condition on Arrival.
Section 2322. Delivery "Ex-Ship".
Section 2323. Form of Bill of Lading Required in Overseas Shipment; "Overseas".
Section 2324. "No Arrival, No Sale" Term.
Section 2325. "Letter of Credit" Term; "Confirmed Credit".
Section 2326. Sale on Approval and Sale or Return; Consignment Sales and Rights of Creditors.
Section 2327. Special Incidents of Sale on Approval and Sale or Return.
Section 2328. Sale by Auction.
PART 4. TITLE, CREDITORS AND GOOD FAITH PURCHASERS
Section 2401. Passing of Title; Reservation for Security; Limited Application of This Section.
Section 2402. Rights of Seller's Creditors Against Sold Goods.
Section 2403. Power to Transfer; Good Faith Purchase of Goods; "Entrusting".
Section 2501. Insurable Interest in Goods; Manner of Identification of Goods.
Section 2502. Buyer's Right to Goods on Seller's Insolvency.
Section 2503. Manner of Seller's Tender of Delivery.
Section 2504. Shipment by Seller.
Section 2505. Seller's Shipment Under Reservation.
Section 2506. Rights of Financing Agency.
Section 2507. Effect of Seller's Tender; Delivery on Condition.
Section 2508. Cure by Seller of Improper Tender or Delivery; Replacement.
Section 2509. Risk of Loss in the Absence of Breach.
Section 2510. Effect of Breach on Risk of Loss.
Section 2511. Tender of Payment by Buyer; Payment by Check.
Section 2512. Payment by Buyer Before Inspection.
Section 2513. Buyer's Right to Inspection of Goods.
Section 2514. When Documents Deliverable on Acceptance; When on Payment.
Section 2515. Preserving Evidence of Goods in Dispute.
PART 6. BREACH, REPUDIATION AND EXCUSE
Section 2601. Buyer's Rights on Improper Delivery.
Section 2602. Manner and Effect of Rightful Rejection.
Section 2603. Merchant Buyer's Duties as to Rightfully Rejected Goods.
Section 2604. Buyer's Options as to Salvage of Rightfully Rejected Goods.
Section 2605. Waiver of Buyer's Objections by Failure to Particularize.
Section 2606. What Constitutes Acceptance of Goods.
Section 2607. Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.
Section 2608. Revocation of Acceptance in Whole or in Part.
Section 2609. Right to Adequate Assurance of Performance.
Section 2-610. Anticipatory Repudiation.
Section 2611. Retraction of Anticipatory Repudiation.
Section 2612. "Installment Contract"; Breach.
Section 2613. Casualty to Identified Goods.
Section 2614. Substituted Performance.
Section 2615. Excuse by Failure of Presupposed Conditions.
Section 2616. Procedure on Notice Claiming Excuse.
Section 2701. Remedies for Breach of Collateral Contracts Not Impaired.
Section 2702. Seller's Remedies on Discovery of Buyer's Insolvency.
Section 2703. Seller's Remedies in General.
Section 2704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
Section 2705. Seller's Stoppage of Delivery in Transit or Otherwise.
Section 2706. Seller's Resale Including Contract for Resale.
Section 2707. "Person in the Position of a Seller".
Section 2708. Seller's Damages for Non-acceptance or Repudiation.
Section 2709. Action for the Price.
Section 2710. Seller's Incidental Damages.
Section 2711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.
Section 2712. "Cover"; Buyer's Procurement of Substitute Goods.
Section 2713. Buyer's Damages for Non-delivery or Repudiation.
Section 2714. Buyer's Damages for Breach in Regard to Accepted Goods.
Section 2715. Buyer's Incidental and Consequential Damages.
Section 2716. Buyer's Right to Specific Performance or Replevin.
Section 2717. Deduction of Damages From the Price.
Section 2718. Liquidation or Limitation of Damages; Deposits.
Section 2719. Contractual Modification or Limitation of Remedy.
Section 2720. Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.
Section 2721. Remedies for Fraud.
Section 2722. Who Can Sue Third Parties for Injury to Goods.
Section 2723. Proof of Market Price: Time and Place.
Section 2724. Admissibility of Market Quotations.
Section 2725. Statute of Limitations in Contracts for Sale.