Title 11. COMMERCIAL CODE

Chapter 2.

104 sections · 11-2-101 to 11-2-725

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Article 2. SALES · Part 1. SHORT TITLE, GENERAL CONSTRUCTION, AND SUBJECT MATTER

11-2-101Short title.
11-2-102Scope; certain security and other transactions excluded from this article.
11-2-103Definitions and index of definitions.
11-2-104Definitions: “merchant”; “between merchants”; “financing agency.”
11-2-105Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”
11-2-106Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction.”
11-2-107Goods to be severed from realty; recording.

Article 2. SALES · Part 2. FORM, FORMATION, AND READJUSTMENT OF CONTRACT

11-2-201Formal requirements; statute of frauds.
11-2-202Final expression; parol or extrinsic evidence.
11-2-203Seals inoperative.
11-2-204Formation in general.
11-2-205Firm offers.
11-2-206Offer and acceptance in formation of contract.
11-2-207Additional terms in acceptance or confirmation.
11-2-208Course of performance or practical construction.Reserved
11-2-209Modification, rescission, and waiver.
11-2-210Delegation of performance; assignment of rights.

Article 2. SALES · Part 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

11-2-301General obligations of parties.
11-2-302Unconscionable contract or clause.
11-2-303Allocation or division of risks.
11-2-304Price payable in money, goods, realty, or otherwise.
11-2-305Open price term.
11-2-306Output, requirements, and exclusive dealings.
11-2-307Delivery in single lot or several lots.
11-2-308Absence of specified place for delivery.
11-2-309Absence of specific time provisions; notice of termination.
11-2-310Open time for payment or running of credit; authority to ship under reservation.
11-2-311Options and cooperation respecting performance.
11-2-312Warranty of title and against infringement; buyer’s obligation against infringement.
11-2-313Express warranties by affirmation, promise, description, sample.
11-2-314Implied warranty: merchantability; usage of trade.
11-2-315Implied warranty: fitness for particular purpose.
11-2-316Exclusion or modification of warranties.
11-2-317Cumulation and conflict of warranties express or implied.
11-2-318Third party beneficiaries of warranties express or implied.
11-2-319F.O.B. and F.A.S. terms.
11-2-320C.I.F. and C. & F. terms.
11-2-321C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival.
11-2-322Delivery “ex-ship.”
11-2-323Form of bill of lading required in overseas shipment; “overseas.”
11-2-324“No arrival, no sale” term.
11-2-325“Letter of credit” term; “confirmed credit.”
11-2-326Sale on approval and sale or return; rights of creditors.
11-2-327Special incidents of sale on approval and sale or return.
11-2-328Sale by auction.

Article 2. SALES · Part 4. TITLE, CREDITORS, AND GOOD FAITH PURCHASERS

11-2-401Passing of title; reservation for security; limited application of this Code section.
11-2-402Rights of seller’s creditors against sold goods.
11-2-403Power to transfer; good faith purchase of goods; “entrusting.”

Article 2. SALES · Part 5. PERFORMANCE

11-2-501Insurable interest in goods; manner of identification of goods.
11-2-502Buyer’s right to goods on seller’s insolvency.
11-2-503Manner of seller’s tender of delivery.
11-2-504Shipment by seller.
11-2-505Seller’s shipment under reservation.
11-2-506Rights of financing agency.
11-2-507Effect of seller’s tender; delivery on condition.
11-2-508Cure by seller of improper tender or delivery; replacement.
11-2-509Risk of loss in the absence of breach.
11-2-510Effect of breach on risk of loss.
11-2-511Tender of payment by buyer; payment by check.
11-2-512Payment by buyer before inspection.
11-2-513Buyer’s right to inspection of goods.
11-2-514When documents deliverable on acceptance; when on payment.
11-2-515Preserving evidence of goods in dispute.

Article 2. SALES · Part 6. BREACH, REPUDIATION, AND EXCUSE

11-2-601Buyer’s rights on improper delivery.
11-2-602Manner and effect of rightful rejection.
11-2-603Merchant buyer’s duties as to rightfully rejected goods.
11-2-604Buyer’s options as to salvage of rightfully rejected goods.
11-2-605Waiver of buyer’s objections by failure to particularize.
11-2-606What constitutes acceptance of goods.
11-2-607Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
11-2-608Revocation of acceptance in whole or in part.
11-2-609Right to adequate assurance of performance.
11-2-610Anticipatory repudiation.
11-2-611Retraction of anticipatory repudiation.
11-2-612“Installment contract”; breach.
11-2-613Casualty to identified goods.
11-2-614Substituted performance.
11-2-615Excuse by failure of presupposed conditions.
11-2-616Procedure on notice claiming excuse.

Article 2. SALES · Part 7. REMEDIES

11-2-701Remedies for breach of collateral contracts not impaired.
11-2-702Seller’s remedies on discovery of buyer’s insolvency.
11-2-703Seller’s remedies in general.
11-2-704Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
11-2-705Seller’s stoppage of delivery in transit or otherwise.
11-2-706Seller’s resale including contract for resale.
11-2-707“Person in the position of a seller.”
11-2-708Seller’s damages for nonacceptance or repudiation.
11-2-709Action for the price.
11-2-710Seller’s incidental damages.
11-2-711Buyer’s remedies in general; buyer’s security interest in rejected goods.
11-2-712“Cover”; buyer’s procurement of substitute goods.
11-2-713Buyer’s damages for nondelivery or repudiation.
11-2-714Buyer’s damages for breach in regard to accepted goods.
11-2-715Buyer’s incidental and consequential damages.
11-2-716Buyer’s right to specific performance or replevin.
11-2-717Deduction of damages from the price.
11-2-718Liquidation or limitation of damages; deposits.
11-2-719Contractual modification or limitation of remedy.
11-2-720Effect of “cancellation” or “rescission” on claims for antecedent breach.
11-2-721Remedies for fraud.
11-2-722Who can sue third parties for injury to goods.
11-2-723Proof of market price: time and place.
11-2-724Admissibility of market quotations.
11-2-725Statute of limitations in contracts for sale.