Unless the
context otherwise requires, this Article applies to transactions in goods
§ 2-104. Definitions: "merchant"
"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 practices or
goods involved in the transaction or to whom such knowledge or skill may be
attributed by his employment of an agent or broker or other intermediary who by
his occupation holds himself out as having such knowledge or skill.
§ 2-201. Formal
Requirements; Statute of Frauds.
(1) Except as otherwise provided in
this section a contract for the sale of goods for the price of $500 or more is
not enforceable by way of action or defense unless there is some writing
sufficient to indicate that a contract for sale has been made between the
parties and signed by the party against whom enforcement is sought or by his authorized
agent or broker. A writing is not insufficient because
it omits or incorrectly states a term agreed upon but the contract is not
enforceable under this paragraph beyond the quantity of goods shown in such
writing.
(2) Between merchants if within a
reasonable time a writing in confirmation of the contract and sufficient
against the sender is received and the party receiving it has reason to know
its contents, it satisfies the requirements of subsection (1) against such
party unless written notice of objection to its contents is given within 10
days after it is received.
§ 2-202. Final Written Expression: Parol or Extrinsic Evidence.
Terms with respect to which the
confirmatory memoranda of the parties agree or which are otherwise set forth in
a writing intended by the parties as a final expression of their agreement with
respect to such terms as are included therein may not be contradicted by
evidence of any prior agreement or of a contemporaneous oral agreement but may
be explained or supplemented:
(a) by course of dealing
or usage of trade or by course of performance; and
(b) by evidence of
consistent additional terms unless the court finds the writing to have been
intended also as a complete and exclusive statement of the terms of the agreement.
§ 2-204. Formation
in General.
(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 such a contract.
(2) An agreement sufficient to constitute
a contract for sale may be found even though the moment of its making is
undetermined.
(3) Even though one or more terms
are left open a contract for sale does not fail for indefiniteness if the
parties have intended to make a contract and there is a reasonably certain
basis for giving an appropriate remedy.
§ 2-207. Additional
Terms in Acceptance or Confirmation.
(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 it states terms
additional to or different from those offered or agreed upon, unless acceptance
is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be
construed as proposals for addition to the contract. Between merchants such
terms become part of the contract unless:
(a) the offer expressly
limits acceptance to the terms of the offer;
(b) they materially
alter it; or
(c) notification of
objection to them has already been given or is given within a reasonable time
after notice of them is received.
(3) Conduct by both parties which
recognizes the existence of a contract is sufficient to establish a contract
for sale although the writings of the parties do not otherwise establish a
contract. In such case the terms of the particular contract consist of those
terms on which the writings of the parties agree, together with any
supplementary terms incorporated under any other provisions of this Act.
§ 2-403. Power to
Transfer; Good Faith Purchase of Goods; "Entrusting".
(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 only to the extent of the
interest purchased. A person with voidable title has power to transfer a good
title to a good faith purchaser for value. When goods have been delivered under
a transaction of purchase the purchaser has such power even though:
(a) the
transferor was deceived as to the identity of the purchaser, or
(b) the
delivery was in exchange for a check which is later dishonored, or
(c) it
was agreed that the transaction was to be a "cash sale", or
(d) the
delivery was procured through fraud punishable as larcenous under the criminal
law.
(2) Any entrusting of possession of
goods to a merchant who deals in goods of that kind gives him power to transfer
all rights of the entruster to a buyer in ordinary
course of business.
(3) "Entrusting" includes
any delivery and any acquiescence in retention of possession regardless of any
condition expressed between the parties to the delivery or acquiescence and
regardless of whether the procurement of the entrusting or the possessor's
disposition of the goods have been such as to be larcenous under the criminal
law.
§ 2-509. Risk of
Loss in the Absence of Breach.
(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 destination, the risk of loss
passes to the buyer when the goods are duly delivered to the carrier even
though the shipment is under reservation (Section 2-505); but
(b) if it does require
him to deliver them at a particular destination and the goods are there duly
tendered while in the possession of the carrier, the risk of loss passes to the
buyer when the goods are there duly so tendered as to enable the buyer to take
delivery. . . .
(3) In any case not within
subsection (1) or (2), the risk of loss passes to the buyer on his receipt of
the goods if the seller is a merchant; otherwise the risk passes to the buyer
on tender of delivery.
(4) The provisions of this section
are subject to contrary agreement of the parties . . .