57A-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 to be agreed by the […]
57A-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 to […]
57A-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 […]
57A-2-308. Absence of specified place for delivery. 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 identified goods which to the knowledge of the parties at the time of contracting are in some other place, that […]
57A-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 chapter 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 a reasonable time but […]
57A-2-310. Open time for payment or running of credit–Authority to ship under reservation. 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 delivery; and (b)If the seller is authorized to send the goods he […]
57A-2-311. Options and cooperation respecting performance. (1)An agreement for sale which is otherwise sufficiently definite (subsection (3) of §57A-2-204) 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 within […]
57A-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 other lien or encumbrance of which […]
57A-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 conform to the […]
57A-2-314. Implied warranty–Merchantability–Usage of trade. (1)Unless excluded or modified (§57A-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 to be consumed either on […]
57A-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 §57A-2-316 an implied […]
57A-2-315.1. Implied warranties–Exclusion of sales of blood, blood plasma, human tissue or organs as medical services. The implied warranties of merchantability and fitness shall not be applicable, so far as the transmission of certain infectious diseases, such as viral hepatitis, cytomegalovirus, human immunodeficiency virus, malaria and syphilis, and potential immunologic reactions, which diseases and reactions […]
57A-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 chapter on parol or extrinsic evidence (§57A-2-202) negation or limitation is […]
57A-2-316.1. Cattle, hogs and sheep–No implied warranty as to disease. Notwithstanding §57A-2-316, there is no implied warranty on the sale of cattle, hogs, or sheep that such cattle, hogs, or sheep are free from disease. Source: SL 1980, ch 345.
57A-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: (a)Exact or technical specifications displace […]
57A-2-318. Third-party beneficiaries of warranties express or implied. A seller’s warranty whether express or implied extends to any person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section. Source: […]
57A-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 is F.O. B. the place of shipment, the seller must at that place ship the goods in […]
57A-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 otherwise agreed […]
57A-2-321.C.I. F. or C. & F.–“Net landed weights”–“Payment on arrival”–Warranty of condition on arrival. 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 weights,” “out turn” quantity or quality or the like, unless otherwise agreed the […]
57A-2-322. Delivery “ex-ship”. (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 particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. […]
