DIVISION 2. SALES [2101. - 2801.]
Division 2 enacted by Stats. 1963, Ch. 819.
§§ 2101–2801 · 102 sections
CHAPTER 1. Short Title, General Construction and Subject Matter §§ 2101–2107 · 7 sections
- § 2101 This division shall be known and may be cited as Uniform Commercial Code—Sales.
- § 2102 (a) Unless the context otherwise requires, and except as provided in subdivision (c), this division applies to transactions in goods and, in the case of a…
- § 2103 (1) In this division unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) [Reserved] (c) “Receipt of…
- § 2104 (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…
- § 2105 (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…
- § 2106 (1) In this division unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods.…
- § 2107 (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…
CHAPTER 2. Form, Formation and Readjustment of Contract §§ 2201–2210 · 8 sections
- § 2201 (1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by…
- § 2202 Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final…
- § 2204 (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…
- § 2205 (a) An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of…
- § 2206 (1) Unless otherwise unambiguously indicated by the language or circumstances (a) An offer to make a contract shall be construed as inviting acceptance in any…
- § 2207 (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…
- § 2209 (1) An agreement modifying a contract within this division needs no consideration to be binding. (2) A signed agreement which excludes modification or…
- § 2210 (1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her…
CHAPTER 3. General Obligation and Construction of Contract §§ 2301–2328 · 26 sections
- § 2301 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.
- § 2303 Where this division allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also…
- § 2304 (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…
- § 2305 (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…
- § 2306 (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…
- § 2307 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…
- § 2308 Unless otherwise agreed (a) The place for delivery of goods is the seller’s place of business or if he has none his residence; but (b) In a contract for sale…
- § 2309 (1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time. (2)…
- § 2310 Unless otherwise agreed: (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of…
- § 2311 (1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) to be a contract is not made invalid by the fact that it…
- § 2312 (1) Subject to subdivision (2) there is in a contract for sale a warranty by the seller that (a) The title conveyed shall be good, and its transfer rightful;…
- § 2313 (1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods…
- § 2314 (1) Unless excluded or modified (Section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a…
- § 2315 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…
- § 2316 (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…
- § 2317 Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the…
- § 2319 (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…
- § 2320 (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.…
- § 2321 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…
- § 2322 (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…
- § 2323 (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…
- § 2324 Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed, (a) The seller must properly ship conforming goods and if they arrive by…
- § 2325 (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…
- § 2326 (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (a) A “sale on…
- § 2327 (1) Under sale on approval unless otherwise agreed (a) Although the goods are identified to the contract the risk of loss and the title do not pass to the…
- § 2328 (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…
CHAPTER 4. Title, Creditors and Good Faith Purchasers §§ 2401–2403 · 3 sections
- § 2401 Each provision of this division with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies…
- § 2402 (1) Except as provided in subdivisions (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract…
- § 2403 (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…
CHAPTER 5. Performance §§ 2501–2515 · 15 sections
- § 2501 (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…
- § 2502 (1) Subject to subdivisions (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…
- § 2503 (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…
- § 2504 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,…
- § 2505 (1) Where the seller has identified goods to the contract by or before shipment: (a) His procurement of a negotiable bill of lading to his own order or…
- § 2506 (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…
- § 2507 (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…
- § 2508 (1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably…
- § 2509 (1) Where the contract requires or authorizes the seller to ship the goods by carrier (a) If it does not require him to deliver them at a particular…
- § 2510 (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…
- § 2511 (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…
- § 2512 (1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless (a) the…
- § 2513 (1) Unless otherwise agreed and subject to subdivision (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right…
- § 2514 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 three…
- § 2515 In furtherance of the adjustment of any claim or dispute (a) Either party on reasonable notification to the other and for the purpose of ascertaining the facts…
CHAPTER 6. Breach, Repudiation and Excuse §§ 2601–2616 · 16 sections
- § 2601 Subject to the provisions of this division on breach in installment contracts (Section 2612) and unless otherwise agreed under the sections on contractual…
- § 2602 (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)…
- § 2603 (1) Subject to any security interest in the buyer (subdivision (3) of Section 2711), when the seller has no agent or place of business at the market of…
- § 2604 Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification…
- § 2605 (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…
- § 2606 (1) Acceptance of goods occurs when the buyer (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or…
- § 2607 (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…
- § 2608 (1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it (a) On the…
- § 2609 (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…
- § 2610 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…
- § 2611 (1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation canceled or…
- § 2612 (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…
- § 2613 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…
- § 2614 (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…
- § 2615 Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or…
- § 2616 (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written…
CHAPTER 7. Remedies §§ 2701–2725 · 25 sections
- § 2701 Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.
- § 2702 (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…
- § 2703 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…
- § 2704 (1) An aggrieved seller under the preceding section may (a) Identify to the contract conforming goods not already identified if at the time he learned of the…
- § 2705 (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 2702) and may…
- § 2706 (1) Under the conditions stated in Section 2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the…
- § 2707 (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…
- § 2708 (1) Subject to subdivision (2) and to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for…
- § 2709 (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 (a)…
- § 2710 Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the…
- § 2711 (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…
- § 2712 (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…
- § 2713 (1) Subject to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nondelivery or repudiation by…
- § 2714 (1) Where the buyer has accepted goods and given notification (subdivision (3) of Section 2607) he or she may recover, as damages for any nonconformity of…
- § 2715 (1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of…
- § 2716 (1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such…
- § 2717 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…
- § 2718 (1) Damages for breach by either party may be liquidated in the agreement subject to and in compliance with Section 1671 of the Civil Code. If the agreement…
- § 2719 (1) Subject to the provisions of subdivisions (2) and (3) of this section and of the preceding section on liquidation and limitation of damages, (a) The…
- § 2720 Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a…
- § 2721 Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for…
- § 2722 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 (a) A right…
- § 2723 (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…
- § 2724 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…
- § 2725 (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the…
CHAPTER 8. Retail Sales §§ 2800–2801 · 2 sections