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 . . .
§ 2-610. Anticipatory
Repudiation.
When either party
repudiates the contract with respect to a performance not yet due the loss of
which will substantially impair the value of the contract to the other, the
aggrieved party may
(a) for
a commercially reasonable time await performance by the repudiating party; or
(b)
resort to any remedy for breach, even though he has notified the repudiating
party that he would await the latter's performance and has urged retraction;
and
(c) in
either case suspend his own performance or proceed in accordance with the
provisions of this Article on the seller's right to identify goods to the
contract notwithstanding breach or to salvage unfinished goods.
§ 2-613. Casualty to identified goods.
Where the contract
requires for its performance goods identified when the contract is made, and
the goods suffer casualty without fault of either party before the risk of loss
passes to the buyer, or in a proper case under a "no arrival, no
sale" term (Section 2-324) then
(a) if the loss is
total the contract is avoided; and
(b) if the loss is
partial or the goods have so deteriorated as no longer to conform to the
contract the buyer may nevertheless demand inspection and at his option either
treat the contract as avoided or accept the goods with due allowance from the
contract price for the deterioration or the deficiency in quantity but without
further right against the seller.
§ 2-718 (1).
Liquidation or Limitation of Damages.
Damages for breach by either party may be
liquidated in the agreement but only at an amount which is reasonable in the
light of the anticipated or actual harm caused by the breach, the difficulties
of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy.
§ 2-314. Implied
Warranty: Merchantability; Usage of Trade.
(1) Unless excluded or modified (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
to be consumed either on the premises or elsewhere is a sale.
(2) Goods
to be merchantable must be at least such as:
(a) pass without objection
in the trade under the contract
description;
(b) in the case of
fungible goods, are of fair average
quality within the description;
(c) are fit for the
ordinary purposes for which goods
of that description are used;
(d) run, within the
variations permitted by the agreement,
of even kind, quality and quantity within each unit and among all units
involved;
(e) are adequately contained, packaged, and labeled as
the agreement may require; and
(f) conform to the promise or affirmations of fact made on the
container or label if any.
(3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of
dealing or usage of trade.
§ 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 the next section an implied warranty that the goods shall be fit
for such purpose.