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Texas Business & Commerce Code - Chapter 2 SalesLegal Research Home > Texas Lawyer > Business & Commerce Code > Texas Business & Commerce Code - Chapter 2 Sales Sponsored LinksThis chapter may be cited as Uniform Commercial Code--Sales. Acts 1967, 60th Leg., p. 2343, ch. 785, § 1, eff. Sept. 1, 1967. ... Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of ... (a) In this chapter unless the context otherwise requires (1) "Buyer" means a person who buys or contracts to buy goods. (2) Reserved. (3) "Receipt" ... (a) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill ... (a) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the ... (a) In this chapter unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. ... (a) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from ... (a) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable ... 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 ... The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the ... (a) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the ... An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held ... (a) Unless otherwise unambiguously indicated by the language or circumstances (1) an offer to make a contract shall be construed as inviting acceptance in any ... (a) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though ... (a) An agreement modifying a contract within this chapter needs no consideration to be binding. (b) A signed agreement which excludes modification or rescission except ... (a) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his ... 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. ... (a) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time ... Where this chapter allocates a risk or a burden as between the parties "unless otherwise agreed", the agreement may not only shift the allocation but ... (a) 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) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the ... (a) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements ... 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 ... 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) ... (a) The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be ... 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 ... (a) An agreement for sale which is otherwise sufficiently definite (Subsection (c) of Section 2.204) to be a contract is not made invalid by the ... (a) Subject to Subsection (b) there is in a contract for sale a warranty by the seller that (1) the title conveyed shall be good, ... (a) Express warranties by the seller are created as follows: (1) Any affirmation of fact or promise made by the seller to the buyer which ... (a) 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 ... 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 ... (a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed ... 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 ... This chapter does not provide whether anyone other than a buyer may take advantage of an express or implied warranty of quality made to the ... (a) 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 ... (a) 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 ... Under a contract containing a term C.I.F. or C. & F. (a) Where the price is based on or is to be adjusted according to ... (a) 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) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must ... Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed, (1) the seller must properly ship conforming goods and if ... (a) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (b) The delivery to ... (a) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (1) a ... (a) Under a sale on approval unless otherwise agreed (1) although the goods are identified to the contract the risk of loss and the title ... (a) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (b) A sale ... Each provision of this chapter with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective ... (a) Except as provided in Subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods which have been identified to ... (a) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest ... (a) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers ... (a) Subject to Subsections (b) and (c) and even though the goods have not been shipped a buyer who has paid a part or all ... (a) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary ... Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at ... (a) Where the seller has identified goods to the contract by or before shipment: (1) his procurement of a negotiable bill of lading to his ... (a) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the ... (a) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for ... (a) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may ... (a) Where the contract requires or authorizes the seller to ship the goods by carrier (1) if it does not require him to deliver them ... (a) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of ... (a) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (b) Tender of payment is ... (a) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless (1) the non-conformity ... (a) Unless otherwise agreed and subject to Subsection (c), where goods are tendered or delivered or identified to the contract for sale, the buyer has ... Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is ... In furtherance of the adjustment of any claim or dispute (1) either party on reasonable notification to the other and for the purpose of ascertaining ... Subject to the provisions of this chapter on breach in installment contracts (Section 2.612) and unless otherwise agreed under the sections on contractual limitations of ... (a) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. ... (a) Subject to any security interest in the buyer (Subsection (c) of Section 2.711), when the seller has no agent or place of business at ... Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection ... (a) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the ... (a) Acceptance of goods occurs when the buyer (1) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are ... (a) The buyer must pay at the contract rate for any goods accepted. (b) Acceptance of goods by the buyer precludes rejection of the goods ... (a) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted ... (a) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable ... 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 ... (a) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially ... (a) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract ... 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 ... (a) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the ... Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (1) Delay in delivery ... (a) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification ... Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter. ... (a) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under ... Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect ... (a) An aggrieved seller under the preceding section may (1) identify to the contract conforming goods not already identified if at the time he learned ... (a) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent ... (a) Under the conditions stated in Section 2.703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the ... (a) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price ... (a) Subject to Subsection (b) and to the provisions of this chapter with respect to proof of market price (Section 2.723), the measure of damages ... (a) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next ... Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of ... (a) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods ... (a) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of ... (a) Subject to the provisions of this chapter with respect to proof of market price (Section 2.723), the measure of damages for non-delivery or repudiation ... (a) Where the buyer has accepted goods and given notification (Subsection (c) of Section 2.607) he may recover as damages for any non-conformity of tender ... (a) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any ... (a) Specific performance may be decreed where the goods are unique or in other proper circumstances. (b) The decree for specific performance may include such ... The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach ... (a) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of ... (a) Subject to the provisions of Subsections (b) and (c) of this section and of the preceding section on liquidation and limitation of damages, (1) ... Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or ... Remedies for material misrepresentation or fraud include all remedies available under this chapter for non-fraudulent breach. Neither rescission or a claim for rescission of the ... Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party ... (a) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, ... Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications ... (a) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the ... Last modified: August 11, 2007 |