11 §2-301. General obligations of parties
§2-301. General obligations of parties 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.
11 §2-302. Unconscionable contract or clause
§2-302. Unconscionable contract or clause (1). If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or […]
11 §2-303. Allocation or division of risks
§2-303. Allocation or division of risks Where this Article allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
11 §2-304. Price payable in money, goods, realty or otherwise
§2-304. Price payable in money, goods, realty or otherwise (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 transfer. (2). Even though all or part of the price is […]
11 §2-305. Open price term
§2-305. Open price term (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 time for delivery, if (a). Nothing is said as to price; or (b). The price is left […]
11 §2-306. Output, requirements and exclusive dealings
§2-306. Output, requirements and exclusive dealings (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 good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate […]
11 §2-307. Delivery in single lot or several lots
§2-307. Delivery in single lot or several lots 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 circumstances give either party the right to make or demand delivery in lots the price if it […]
11 §2-308. Absence of specified place for delivery
§2-308. Absence of specified place for delivery Unless otherwise agreed (1). The place for delivery of goods is the seller’s place of business or if he has none his residence; but (2). In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are […]
11 §2-309. Absence of specific time provisions; notice of termination
§2-309. Absence of specific time provisions; notice of termination (1). The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time. (2). Where the contract provides for successive performances but is indefinite in duration it is valid for […]
11 §2-310. Open time for payment or running of credit; authority to ship under reservation
§2-310. Open time for payment or running of credit; authority to ship under reservation Unless otherwise agreed (1). 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 delivery; and (2). If the seller is authorized […]
11 §2-311. Options and cooperation respecting performance
§2-311. Options and cooperation respecting performance (1). An agreement for sale which is otherwise sufficiently definite (section 2‑204, subsection (3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and […]
11 §2-312. Warranty of title and against infringement; buyer’s obligation against infringement
§2-312. Warranty of title and against infringement; buyer’s obligation against infringement (1). Subject to subsection (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; and (b). The goods shall be delivered free from any security interest or […]
11 §2-313. Express warranties by affirmation, promise, description, sample
§2-313. Express warranties by affirmation, promise, description, sample (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 and becomes part of the basis of the bargain creates an express warranty that the goods shall […]
11 §2-314. Implied warranty: merchantability; usage of trade
§2-314. Implied warranty: merchantability; usage of trade (1). Unless excluded or modified by section 2-316, a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink […]
11 §2-315. Implied warranty: fitness for particular purpose
§2-315. Implied warranty: fitness for particular purpose 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 seller’s skill or judgment to select or furnish suitable goods, there is, unless excluded or modified under section 2-316, […]
11 §2-316. Exclusion or modification of warranties
§2-316. Exclusion or modification of warranties (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 reasonable as consistent with each other; but subject to the provisions of this Article on parol or extrinsic evidence (section 2‑202) negation or […]
11 §2-317. Cumulation and conflict of warranties express or implied
§2-317. Cumulation and conflict of warranties express or implied Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply: (1). Exact or technical […]
11 §2-318. When lack of privity no defense in action against manufacturer, seller or supplier of goods
§2-318. When lack of privity no defense in action against manufacturer, seller or supplier of goods Lack of privity between plaintiff and defendant shall be no defense in any action brought against the manufacturer, seller or supplier of goods for breach of warranty, express or implied, although the plaintiff did not purchase the goods from […]
11 §2-319. F.O.B. and F.A.S. terms
§2-319. F.O.B. and F.A.S. terms (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 delivery term under which (a). When the term F.O.B. the place of shipment, the seller must at that place ship the […]
11 §2-320. C.I.F. and C.& F. terms
§2-320. C.I.F. and C.& F. terms (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. or C.F. means that the price so includes cost and freight to the named destination. (2). Unless […]