Illinois Compiled Statutes 810 Commercial Code: Article 2 - Sales

Part 1. Short Title, General Construction and Subject Matter

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-101
  Short title. This Article shall be known and may be cited as Uniform Commercial Code--Sales. (Source: Laws 1961, p. 2101.)
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-102
  Scope; certain security and other transactions excluded from this article. Unless the context otherwise requires, this Article applies to transactions in goods; it does...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-103
  Definitions and index of definitions. (1) In this Article unless the context otherwise requires (a) "Buyer" means a person who buys or contracts to buy...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-104
  Definitions. "merchant"; "between merchants"; "financing agency". (1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-105
  Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit". (1) "Goods" means all things, including specially manufactured goods, which are movable at the time of...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-106
  Definitions. "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation". (1) In this Article unless the context otherwise requires "contract"...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-107
  Goods to Be Severed From Realty: Recording. (1) A contract for the sale of minerals or the like (including oil and gas) or a...

Part 2. Form, Formation and Readjustment of Contract

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-203
  Seals inoperative. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-205
  Firm offers. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-206
  Offer and acceptance in formation of contract. (1) Unless otherwise unambiguously indicated by the language or circumstances (a) an offer to make a contract...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-208
  (Blank). (Source: P.A. 95-895, eff. 1-1-09.)
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-209
  Modification, rescission and waiver. (1) An agreement modifying a contract within this Article needs no consideration to be binding. (2) A signed agreement which...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-210
  Delegation of performance; assignment of rights. (1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party...

Part 3. General Obligation and Construction of Contract

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-301
  General obligations of parties. The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-302
  Unconscionable contract or clause. (1) If the court as a matter of law finds the contract or any clause of the contract to have...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-303
  Allocation or division of risks. Where this Article allocates a risk or a burden as between the parties "unless otherwise agreed", the agreement may...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-304
  Price payable in money, goods, realty, or otherwise. (1) The price can be made payable in money or otherwise. If it is payable in...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-311
  Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Section 2-204 to be a contract...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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,...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-318
  Third party beneficiaries of warranties express or implied. A seller's warranty whether express or implied extends to any natural person who is in the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-323
  Form of bill of lading required in overseas shipment; "overseas." (1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. &...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-324
  "No arrival, no sale" term. Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed, (a) the seller must...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-325
  "Letter of credit" term; "confirmed credit". (1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-326
  Sale on approval and sale or return; rights of creditors. (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-327
  Special incidents of sale on approval and sale or return. (1) Under a sale on approval unless otherwise agreed (a) although the goods are...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-328
  Sale by auction. (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate...

Part 4. Title, Creditors and Good Faith Purchasers

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-401
  Passing of title; reservation for security; limited application of this Section. Each provision of this Article with regard to the rights, obligations and remedies of...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-402
  Rights of seller's creditors against sold goods. (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...

Part 5. Performance

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-501
  Insurable interest in goods; manner of identification of goods. (1) The buyer obtains a special property and an insurable interest in goods by identification...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-502
  Buyer's right to goods on seller's insolvency. (1) Subject to subsections (2) and (3) and even though the goods have not been shipped a...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-503
  Manner of seller's tender of delivery. (1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-504
  Shipment by seller. Where the seller is required or authorized to send the goods to the buyer and the contract does not require him...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-505
  Seller's shipment under reservation. (1) Where the seller has identified goods to the contract by or before shipment: (a) his procurement of a negotiable bill...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-506
  Rights of financing agency. (1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-507
  Effect of seller's tender; delivery on condition. (1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-508
  Cure by seller of improper tender or delivery; replacement. (1) Where any tender or delivery by the seller is rejected because non-conforming and the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-510
  Effect of breach on risk of loss. (1) Where a tender or delivery of goods so fails to conform to the contract as to...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-511
  Tender of payment by buyer; payment by check. (1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-512
  Payment by buyer before inspection. (1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-513
  Buyer's right to inspection of goods. (1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-514
  When documents deliverable on acceptance; when on payment. Unless otherwise agreed documents against which a draft is drawn are to be delivered to the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-515
  Preserving evidence of goods in dispute. In furtherance of the adjustment of any claim or dispute (a) either party on reasonable notification to the...

Part 6. Breach, Repudiation and Excuse

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-601
  Buyer's rights on improper delivery. Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-602
  Manner and effect of rightful rejection. (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-603
  Merchant buyer's duties as to rightfully rejected goods. (1) Subject to any security interest in the buyer (subsection (3) of Section 2-711, when the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-604
  Buyer's options as to salvage of rightfully rejected goods. Subject to the provisions of the immediately preceding section on perishables if the seller gives...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-605
  Waiver of buyer's objections by failure to particularize. (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-606
  What constitutes acceptance of goods. (1) Acceptance of goods occurs when the buyer (a) after a reasonable opportunity to inspect the goods signifies to...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-607
  Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. (1) The buyer...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-608
  Revocation of acceptance in whole or in part. (1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-609
  Right to adequate assurance of performance. (1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-611
  Retraction of anticipatory repudiation. (1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-612
  "Installment contract"; breach. (1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted,...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 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...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-614
  Substituted performance. (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-615
  Excuse by failure of presupposed conditions. Except so far as a seller may have assumed a greater obligation and subject to the preceding section...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-616
  Procedure on notice claiming excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding...

Part 7. Remedies

• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-701
  Remedies for breach of collateral contracts not impaired. Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-702
  Seller's remedies on discovery of buyer's insolvency. (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-703
  Seller's remedies in general. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-704
  Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (1) An aggrieved seller under the preceding section may...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-705
  Seller's stoppage of delivery in transit or otherwise. (1) The seller may stop delivery of goods in the possession of a carrier or other bailee...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-706
  Seller's resale including contract for resale. (1) Under the conditions stated in Section 2-703 on seller's remedies, the seller may resell the goods concerned...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-707
  "Person in the position of a seller". (1) A "person in the position of a seller" includes as against a principal an agent who...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-708
  Seller's damages for non-acceptance or repudiation. (1) Subject to subsection (2) and to the provisions of this Article with respect to proof of market...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-709
  Action for the price. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-710
  Seller's incidental damages. Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation,...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-711
  Buyer's remedies in general; buyer's security interest in rejected goods. (1) Where the seller fails to make delivery or repudiates or the buyer rightfully...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-712
  "Cover"; buyer's procurement of substitute goods. (1) After a breach within the preceding section the buyer may "cover" by making in good faith and...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-713
  Buyer's damages for non-delivery or repudiation. (1) Subject to the provisions of this Article with respect to proof of market price (Section 2-723), the...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-714
  Buyer's damages for breach in regard to accepted goods. (1) Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-715
  Buyer's incidental and consequential damages. (1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-716
  Buyer's right to specific performance or replevin. (1) Specific performance may be ordered where the goods are unique or in other proper circumstances. (2)...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-717
  Deduction of damages from the price. The buyer on notifying the seller of his intention to do so may deduct all or any part...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-718
  Liquidation or limitation of damages; deposits. (1) Damages for breach by either party may be liquidated in the agreement but only at an amount...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-719
  Contractual modification or limitation of remedy. (1) Subject to the provisions of subsections (2) and (3) of this Section and of the preceding section...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-720
  Effect of "cancellation" or "recision" on claims for antecedent breach. Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-721
  Remedies for fraud. Remedies for material misrepresentation or fraud include all remedies available under this Article for non-fraudulent breach. Neither rescission or a claim...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-722
  Who can sue third parties for injury to goods. Where a third party so deals with goods which have been identified to a contract...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-723
  Proof of market price: time and place. (1) If an action based on anticipatory repudiation comes to trial before the time for performance with...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-724
  Admissibility of market quotations. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in...
• Illinois Uniform Commercial Code. - 810 ILCS 5, Section 2-725
  Statute of Limitations in Contracts for Sale. (1) An action for breach of any contract for sale must be commenced within 4 years after...

Last modified: February 18, 2015