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These documents are currently being revised to incorporate the changes made during the 2024 Legislative Session. Please consult the Sections Affected Table for changes made during the 2024 Legislative Session.

Article 2

SALES

Sections

PART 1
SHORT TITLE, GENERAL CONSTRUCTION
AND SUBJECT MATTER
HTMLPDF 62A.2-101Short title.
HTMLPDF 62A.2-102Scope; certain security and other transactions excluded from this Article.
HTMLPDF 62A.2-103Definitions and index of definitions.
HTMLPDF 62A.2-104Definitions: "Merchant"; "between merchants"; "financing agency".
HTMLPDF 62A.2-105Definitions: Transferability; "goods"; "future" goods; "lot"; "commercial unit".
HTMLPDF 62A.2-106Definitions: "Contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation".
HTMLPDF 62A.2-107Goods to be severed from realty: Recording.
PART 2
FORM, FORMATION AND READJUSTMENT OF CONTRACT
HTMLPDF 62A.2-201Formal requirements; statute of frauds.
HTMLPDF 62A.2-202Final written expression: Parol or extrinsic evidence.
HTMLPDF 62A.2-203Seals inoperative.
HTMLPDF 62A.2-204Formation in general.
HTMLPDF 62A.2-205Firm offers.
HTMLPDF 62A.2-206Offer and acceptance in formation of contract.
HTMLPDF 62A.2-207Additional terms in acceptance or confirmation.
HTMLPDF 62A.2-209Modification, rescission and waiver.
HTMLPDF 62A.2-210Delegation of performance; assignment of rights.
PART 3
GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT
HTMLPDF 62A.2-301General obligations of parties.
HTMLPDF 62A.2-302Unconscionable contract or clause.
HTMLPDF 62A.2-303Allocation or division of risks.
HTMLPDF 62A.2-304Price payable in money, goods, realty, or otherwise.
HTMLPDF 62A.2-305Open price term.
HTMLPDF 62A.2-306Output, requirements and exclusive dealings.
HTMLPDF 62A.2-307Delivery in single lot or several lots.
HTMLPDF 62A.2-308Absence of specified place for delivery.
HTMLPDF 62A.2-309Absence of specific time provisions; notice of termination.
HTMLPDF 62A.2-310Open time for payment or running of credit; authority to ship under reservation.
HTMLPDF 62A.2-311Options and cooperation respecting performance.
HTMLPDF 62A.2-312Warranty of title and against infringement; buyer's obligation against infringement.
HTMLPDF 62A.2-313Express warranties by affirmation, promise, description, sample.
HTMLPDF 62A.2-314Implied warranty: Merchantability; usage of trade.
HTMLPDF 62A.2-315Implied warranty: Fitness for particular purpose.
HTMLPDF 62A.2-316Exclusion or modification of warranties.
HTMLPDF 62A.2-317Cumulation and conflict of warranties express or implied.
HTMLPDF 62A.2-318Third-party beneficiaries of warranties express or implied.
HTMLPDF 62A.2-319F.O.B. and F.A.S. terms.
HTMLPDF 62A.2-320C.I.F. and C.&F. terms.
HTMLPDF 62A.2-321C.I.F. or C.&F.: "Net landed weights"; "payment on arrival"; warranty of condition on arrival.
HTMLPDF 62A.2-322Delivery "ex-ship".
HTMLPDF 62A.2-323Form of bill of lading required in overseas shipment; "overseas".
HTMLPDF 62A.2-324"No arrival, no sale" term.
HTMLPDF 62A.2-325"Letter of credit" term; "confirmed credit".
HTMLPDF 62A.2-326Sale on approval and sale or return; rights of creditors.
HTMLPDF 62A.2-327Special incidents of sale on approval and sale or return.
HTMLPDF 62A.2-328Sale by auction.
PART 4
TITLE, CREDITORS AND GOOD FAITH PURCHASERS
HTMLPDF 62A.2-401Passing of title; reservation for security; limited application of this section.
HTMLPDF 62A.2-402Rights of seller's creditors against sold goods.
HTMLPDF 62A.2-403Power to transfer; good faith purchase of goods; "entrusting".
PART 5
PERFORMANCE
HTMLPDF 62A.2-501Insurable interest in goods; manner of identification of goods.
HTMLPDF 62A.2-502Buyer's right to goods on seller's insolvency.
HTMLPDF 62A.2-503Manner of seller's tender of delivery.
HTMLPDF 62A.2-504Shipment by seller.
HTMLPDF 62A.2-505Seller's shipment under reservation.
HTMLPDF 62A.2-506Rights of financing agency.
HTMLPDF 62A.2-507Effect of seller's tender; delivery on condition.
HTMLPDF 62A.2-508Cure by seller of improper tender or delivery; replacement.
HTMLPDF 62A.2-509Risk of loss in the absence of breach.
HTMLPDF 62A.2-510Effect of breach on risk of loss.
HTMLPDF 62A.2-511Tender of payment by buyer; payment by check.
HTMLPDF 62A.2-512Payment by buyer before inspection.
HTMLPDF 62A.2-513Buyer's right to inspection of goods.
HTMLPDF 62A.2-514When documents deliverable on acceptance; when on payment.
HTMLPDF 62A.2-515Preserving evidence of goods in dispute.
PART 6
BREACH, REPUDIATION AND EXCUSE
HTMLPDF 62A.2-601Buyer's rights on improper delivery.
HTMLPDF 62A.2-602Manner and effect of rightful rejection.
HTMLPDF 62A.2-603Merchant buyer's duties as to rightfully rejected goods.
HTMLPDF 62A.2-604Buyer's options as to salvage of rightfully rejected goods.
HTMLPDF 62A.2-605Waiver of buyer's objections by failure to particularize.
HTMLPDF 62A.2-606What constitutes acceptance of goods.
HTMLPDF 62A.2-607Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
HTMLPDF 62A.2-608Revocation of acceptance in whole or in part.
HTMLPDF 62A.2-609Right to adequate assurance of performance.
HTMLPDF 62A.2-610Anticipatory repudiation.
HTMLPDF 62A.2-611Retraction of anticipatory repudiation.
HTMLPDF 62A.2-612"Installment contract"; breach.
HTMLPDF 62A.2-613Casualty to identified goods.
HTMLPDF 62A.2-614Substituted performance.
HTMLPDF 62A.2-615Excuse by failure of presupposed conditions.
HTMLPDF 62A.2-616Procedure on notice claiming excuse.
PART 7
REMEDIES
HTMLPDF 62A.2-701Remedies for breach of collateral contracts not impaired.
HTMLPDF 62A.2-702Seller's remedies on discovery of buyer's insolvency.
HTMLPDF 62A.2-703Seller's remedies in general.
HTMLPDF 62A.2-704Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
HTMLPDF 62A.2-705Seller's stoppage of delivery in transit or otherwise.
HTMLPDF 62A.2-706Seller's resale including contract for resale.
HTMLPDF 62A.2-707"Person in the position of a seller".
HTMLPDF 62A.2-708Seller's damages for non-acceptance or repudiation.
HTMLPDF 62A.2-709Action for the price.
HTMLPDF 62A.2-710Seller's incidental damages.
HTMLPDF 62A.2-711Buyer's remedies in general; buyer's security interest in rejected goods.
HTMLPDF 62A.2-712"Cover"; buyer's procurement of substitute goods.
HTMLPDF 62A.2-713Buyer's damages for non-delivery or repudiation.
HTMLPDF 62A.2-714Buyer's damages for breach in regard to accepted goods.
HTMLPDF 62A.2-715Buyer's incidental and consequential damages.
HTMLPDF 62A.2-716Buyer's right to specific performance or replevin.
HTMLPDF 62A.2-717Deduction of damages from the price.
HTMLPDF 62A.2-718Liquidation or limitation of damages; deposits.
HTMLPDF 62A.2-719Contractual modification or limitation of remedy.
HTMLPDF 62A.2-720Effect of "cancellation" or "rescission" on claims for antecedent breach.
HTMLPDF 62A.2-721Remedies for fraud.
HTMLPDF 62A.2-722Who can sue third parties for injury to goods.
HTMLPDF 62A.2-723Proof of market price: Time and place.
HTMLPDF 62A.2-724Admissibility of market quotations.
HTMLPDF 62A.2-725Statute of limitations in contracts for sale.
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