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A Hypertext Publication
of

UNIFORM COMMERCIAL CODE - ARTICLE 2
SALES

Copyright 1978, 1987, 1988, 1990, 1991, 1992 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.

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[For Article 2 as enacted by a particular state and any proposed revisions click here.]

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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

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PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER

• § 2-101. Short Title.
• § 2-102. Scope; Certain Security and Other Transactions Excluded From This Article.
• § 2-103. Definitions and Index of Definitions.
• § 2-104. Definitions: "Merchant"; "Between Merchants"; "Financing Agency".
• § 2-105. Definitions: Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit".
• § 2-106. Definitions: "Contract"; "Agreement"; "Contract for sale"; "Sale"; "Present sale"; "Conforming" to Contract; "Termination"; "Cancellation".
• § 2-107. Goods to Be Severed From Realty: Recording.

PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT

• § 2-201. Formal Requirements; Statute of Frauds.
• § 2-202. Final Written Expression: Parol or Extrinsic Evidence.
• § 2-203. Seals Inoperative.
• § 2-204. Formation in General.
• § 2-205. Firm Offers.
• § 2-206. Offer and Acceptance in Formation of Contract.
• § 2-207. Additional Terms in Acceptance or Confirmation.
• § 2-208. Course of Performance or Practical Construction.
• § 2-209. Modification, Rescission and Waiver.
• § 2-210. Delegation of Performance; Assignment of Rights.

PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

• § 2-301. General Obligations of Parties.
• § 2-302. Unconscionable contract or Clause.
• § 2-303. Allocation or Division of Risks.
• § 2-304. Price Payable in Money, Goods, Realty, or Otherwise.
• § 2-305. Open Price Term.
• § 2-306. Output, Requirements and Exclusive Dealings.
• § 2-307. Delivery in Single Lot or Several Lots.
• § 2-308. Absence of Specified Place for Delivery.
• § 2-309. Absence of Specific Time Provisions; Notice of Termination.
• § 2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.
• § 2-311. Options and Cooperation Respecting Performance.
• § 2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement.
• § 2-313. Express Warranties by Affirmation, Promise, Description, Sample.
• § 2-314. Implied Warranty: Merchantability; Usage of Trade.
• § 2-315. Implied Warranty: Fitness for Particular Purpose.
• § 2-316. Exclusion or Modification of Warranties.
• § 2-317. Cumulation and Conflict of Warranties Express or Implied.
• § 2-318. Third Party Beneficiaries of Warranties Express or Implied.
• § 2-319. F.O.B. and F.A.S. Terms.
• § 2-320. C.I.F. and C. & F. Terms.
• § 2-321. C.I.F. or C. & F.: "Net Landed Weights"; "Payment on Arrival"; Warranty of Condition on Arrival.
• § 2-322. Delivery "Ex-Ship".
• § 2-323. Form of Bill of Lading Required in Overseas Shipment; "Overseas".
• § 2-324. "No Arrival, No sale" Term.
• § 2-325. "Letter of Credit" Term; "Confirmed Credit".
• § 2-326. Sale on Approval and Sale or Return; Consignment Sales and Rights of Creditors.
• § 2-327. Special Incidents of Sale on Approval and Sale or Return.
• § 2-328. Sale by Auction.

PART 4. TITLE, CREDITORS AND GOOD FAITH PURCHASERS

• § 2-401. Passing of Title; Reservation for Security; Limited Application of This Section.
• § 2-402. Rights of Seller's Creditors Against Sold Goods.
• § 2-403. Power to Transfer; Good Faith Purchase of Goods; "Entrusting".

PART 5. PERFORMANCE

• § 2-501. Insurable Interest in Goods; Manner of Identification of Goods.
• § 2-502. Buyer's Right to Goods on Seller's Insolvency.
• § 2-503. Manner of Seller's Tender of Delivery.
• § 2-504. Shipment by Seller.
• § 2-505. Seller's Shipment Under Reservation.
• § 2-506. Rights of Financing agency.
• § 2-507. Effect of Seller's Tender; Delivery on Condition.
• § 2-508. Cure by Seller of Improper Tender or Delivery; Replacement.
• § 2-509. Risk of Loss in the Absence of Breach.
• § 2-510. Effect of Breach on Risk of Loss.
• § 2-511. Tender of Payment by Buyer; Payment by Check.
• § 2-512. Payment by Buyer Before Inspection.
• § 2-513. Buyer's Right to Inspection of Goods.
• § 2-514. When Documents Deliverable on Acceptance; When on Payment.
• § 2-515. Preserving Evidence of Goods in Dispute.

PART 6. BREACH, REPUDIATION AND EXCUSE

• § 2-601. Buyer's Rights on Improper Delivery.
• § 2-602. Manner and Effect of Rightful Rejection.
• § 2-603. Merchant Buyer's Duties as to Rightfully Rejected Goods.
• § 2-604. Buyer's Options as to Salvage of Rightfully Rejected Goods.
• § 2-605. Waiver of Buyer's Objections by Failure to Particularize.
• § 2-606. What Constitutes Acceptance of Goods.
• § 2-607. Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.
• § 2-608. Revocation of Acceptance in Whole or in Part.
• § 2-609. Right to Adequate Assurance of Performance.
• § 2-610. Anticipatory Repudiation.
• § 2-611. Retraction of Anticipatory Repudiation.
• § 2-612. "Installment contract"; Breach.
• § 2-613. Casualty to Identified Goods.
• § 2-614. Substituted Performance.
• § 2-615. Excuse by Failure of Presupposed Conditions.
• § 2-616. Procedure on Notice Claiming Excuse.

PART 7. REMEDIES

• § 2-701. Remedies for Breach of Collateral contracts Not Impaired.
• § 2-702. Seller's Remedies on Discovery of Buyer's Insolvency.
• § 2-703. Seller's Remedies in General.
• § 2-704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
• § 2-705. Seller's Stoppage of Delivery in Transit or Otherwise.
• § 2-706. Seller's Resale Including Contract for Resale.
• § 2-707. "Person in the Position of a Seller".
• § 2-708. Seller's Damages for Non-acceptance or Repudiation.
• § 2-709. Action for the Price.
• § 2-710. Seller's Incidental Damages.
• § 2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.
• § 2-712. "Cover"; Buyer's Procurement of Substitute Goods.
• § 2-713. Buyer's Damages for Non-delivery or Repudiation.
• § 2-714. Buyer's Damages for Breach in Regard to Accepted Goods.
• § 2-715. Buyer's Incidental and Consequential Damages.
• § 2-716. Buyer's Right to Specific Performance or Replevin.
• § 2-717. Deduction of Damages From the Price.
• § 2-718. Liquidation or Limitation of Damages; Deposits.
• § 2-719. Contractual Modification or Limitation of Remedy.
• § 2-720. Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.
• § 2-721. Remedies for Fraud.
• § 2-722. Who Can Sue Third Parties for Injury to Goods.
• § 2-723. Proof of Market Price: Time and Place.
• § 2-724. Admissibility of Market Quotations.
• § 2-725. Statute of Limitations in Contracts for Sale.

© Copyright 2005 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.