Texas Business And Commerce Code Title 1, Chapter 2 - Sales

SUBCHAPTER A SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER

• Texas Section 2.101 - Short Title
  This chapter may be cited as Uniform Commercial Code--Sales. Acts 1967, 60th Leg., p. 2343, ch. 785, Sec. 1, eff. Sept. 1, 1967.
• Texas Section 2.102 - Scope; Certain Security And Other Transactions Excluded From This Chapter
  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...
• Texas Section 2.103 - Definitions And Index Of Definitions
  (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"...
• Texas Section 2.104 - Definitions: "Merchant"; "Between Merchants"; "Financing Agency"
  (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...
• Texas Section 2.105 - Definitions: Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"
  (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...
• Texas Section 2.106 - Definitions: "Contract"; "Agreement"; "Contract For Sale"; "Sale"; "Present Sale"; "Conforming" To Contract; "Termination"; "Cancellation"
  (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....

SUBCHAPTER B FORM, FORMATION AND READJUSTMENT OF CONTRACT

• Texas Section 2.107 - Goods To Be Severed From Realty: Recording
  (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...
• Texas Section 2.201 - Formal Requirements; Statute Of Frauds
  (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...
• Texas 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 in a writing intended by the parties...
• Texas 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 not constitute the...
• Texas Section 2.204 - Formation In General
  (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...
• Texas 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 will be held...
• Texas Section 2.206 - Offer And Acceptance In Formation Of Contract
  (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...
• Texas Section 2.207 - Additional Terms In Acceptance Or Confirmation
  (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...
• Texas Section 2.209 - Modification, Rescission And Waiver
  (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...

SUBCHAPTER C GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

• Texas Section 2.210 - Delegation Of Performance; Assignment Of Rights
  (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...
• Texas 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 in accordance with the contract....
• Texas Section 2.302 - Unconscionable Contract Or Clause
  (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...
• Texas Section 2.303 - Allocation Or Division Of Risks
  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...
• Texas Section 2.304 - Price Payable In Money, Goods, Realty, Or Otherwise
  (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...
• Texas Section 2.305 - Open Price Term
  (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...
• Texas Section 2.306 - Output, Requirements And Exclusive Dealings
  (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...
• Texas 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 single delivery and payment is due only on...
• Texas Section 2.308 - Absence Of Specified Place For Delivery
  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)...
• Texas Section 2.309 - Absence Of Specific Time Provisions; Notice Of Termination
  (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...
• Texas Section 2.310 - Open Time For Payment Or Running Of Credit; Authority To Ship Under Reservation
  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...
• Texas Section 2.311 - Options And Cooperation Respecting Performance
  (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...
• Texas Section 2.312 - Warranty Of Title And Against Infringement; Buyer's Obligation Against Infringement
  (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,...
• Texas Section 2.313 - Express Warranties By Affirmation, Promise, Description, Sample
  (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...
• Texas Section 2.314 - Implied Warranty: Merchantability; Usage Of Trade
  (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...
• Texas 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 goods are required and that the buyer...
• Texas Section 2.316 - Exclusion Or Modification Of Warranties
  (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...
• Texas 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, but if such construction is unreasonable the intention of...
• Texas Section 2.318 - Chapter Neutral On Question Of Third Party Beneficiaries Of Warranties Of Quality And On Need For Privity Of Contract
  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...
• Texas Section 2.319 - F
  Sec. 2.319. F.O.B. AND F.A.S. TERMS. (a) Unless otherwise agreed the term F.O.B. (which means "free on board") at a named place, even though used...
• Texas Section 2.320 - C
  Sec. 2.320. C.I.F. AND C. & F. TERMS. (a) The term C.I.F. means that the price includes in a lump sum the cost of the...
• Texas Section 2.321 - C
  Sec. 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....
• Texas Section 2.322 - Delivery "Ex-ship"
  (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...
• Texas Section 2.323 - Form Of Bill Of Lading Required In Overseas Shipment; "Overseas"
  (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...
• Texas Section 2.324 - "No Arrival, No Sale" Term
  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...
• Texas Section 2.325 - "Letter Of Credit" Term; "Confirmed Credit"
  (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...
• Texas Section 2.326 - Sale On Approval And Sale Or Return; Rights Of Creditors
  (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...
• Texas Section 2.327 - Special Incidents Of Sale On Approval And Sale Or Return
  (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...

SUBCHAPTER D TITLE, CREDITORS AND GOOD FAITH PURCHASERS

• Texas Section 2.328 - Sale By Auction
  (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...
• Texas Section 2.401 - Passing Of Title; Reservation For Security; Limited Application Of This Section
  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...
• Texas Section 2.402 - Rights Of Seller's Creditors Against Sold Goods
  (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...

SUBCHAPTER E PERFORMANCE

• Texas Section 2.403 - Power To Transfer; Good Faith Purchase Of Goods; "Entrusting"
  (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...
• Texas Section 2.501 - Insurable Interest In Goods; Manner Of Identification Of Goods
  (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...
• Texas Section 2.502 - Buyer's Right To Goods On Seller's Repudiation, Failure To Deliver, Or Insolvency
  (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...
• Texas Section 2.503 - Manner Of Seller's Tender Of Delivery
  (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...
• Texas 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 to deliver them at...
• Texas Section 2.505 - Seller's Shipment Under Reservation
  (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...
• Texas Section 2.506 - Rights Of Financing Agency
  (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...
• Texas Section 2.507 - Effect Of Seller's Tender; Delivery On Condition
  (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...
• Texas Section 2.508 - Cure By Seller Of Improper Tender Or Delivery; Replacement
  (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...
• Texas Section 2.509 - Risk Of Loss In The Absence Of Breach
  (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...
• Texas Section 2.510 - Effect Of Breach On Risk Of Loss
  (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...
• Texas Section 2.511 - Tender Of Payment By Buyer; Payment By Check
  (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...
• Texas Section 2.512 - Payment By Buyer Before Inspection
  (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...
• Texas Section 2.513 - Buyer's Right To Inspection Of Goods
  (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...
• Texas 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 drawee on acceptance of the draft if it is...

SUBCHAPTER F BREACH, REPUDIATION AND EXCUSE

• Texas Section 2.515 - Preserving Evidence Of Goods In Dispute
  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...
• Texas Section 2.601 - Buyer's Rights On Improper Delivery
  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...
• Texas Section 2.602 - Manner And Effect Of Rightful Rejection
  (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....
• Texas Section 2.603 - Merchant Buyer's Duties As To Rightfully Rejected Goods
  (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...
• Texas 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 no instructions within a reasonable time after notification of rejection...
• Texas Section 2.605 - Waiver Of Buyer's Objections By Failure To Particularize
  (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...
• Texas Section 2.606 - What Constitutes Acceptance Of Goods
  (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...
• Texas Section 2.607 - Effect Of Acceptance; Notice Of Breach; Burden Of Establishing Breach After Acceptance; Notice Of Claim Or Litigation To Person Answerable Over
  (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...
• Texas Section 2.608 - Revocation Of Acceptance In Whole Or In Part
  (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...
• Texas Section 2.609 - Right To Adequate Assurance Of Performance
  (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...
• Texas 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 value of the...
• Texas Section 2.611 - Retraction Of Anticipatory Repudiation
  (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...
• Texas Section 2.612 - "Installment Contract"; Breach
  (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...
• Texas 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 fault of either party before...
• Texas Section 2.614 - Substituted Performance
  (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...
• Texas 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 on substituted performance: (1) Delay in delivery...

SUBCHAPTER G REMEDIES

• Texas Section 2.616 - Procedure On Notice Claiming Excuse
  (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...
• Texas 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 are not impaired by the provisions of this chapter....
• Texas Section 2.702 - Seller's Remedies On Discovery Of Buyer's Insolvency
  (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...
• Texas 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 delivery or repudiates with respect...
• Texas Section 2.704 - Seller's Right To Identify Goods To The Contract Notwithstanding Breach Or To Salvage Unfinished Goods
  (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...
• Texas Section 2.705 - Seller's Stoppage Of Delivery In Transit Or Otherwise
  (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...
• Texas Section 2.706 - Seller's Resale Including Contract For Resale
  (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...
• Texas Section 2.707 - "Person In The Position Of A Seller"
  (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...
• Texas Section 2.708 - Seller's Damages For Non-acceptance Or Repudiation
  (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...
• Texas Section 2.709 - Action For The Price
  (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...
• Texas 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, care and custody of...
• Texas Section 2.711 - Buyer's Remedies In General; Buyer's Security Interest In Rejected Goods
  (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...
• Texas Section 2.712 - "Cover"; Buyer's Procurement Of Substitute 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...
• Texas Section 2.713 - Buyer's Damages For Non-delivery Or Repudiation
  (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...
• Texas Section 2.714 - Buyer's Damages For Breach In Regard To Accepted Goods
  (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...
• Texas Section 2.715 - Buyer's Incidental And Consequential Damages
  (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...
• Texas Section 2.716 - Buyer's Right To Specific Performance Or Replevin
  (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...
• Texas 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 of the damages resulting from any breach...
• Texas Section 2.718 - Liquidation Or Limitation Of Damages; Deposits
  (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...
• Texas Section 2.719 - Contractual Modification Or Limitation Of Remedy
  (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)...
• Texas Section 2.720 - Effect Of "Cancellation" Or "Rescission" On Claims For Antecedent Breach
  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...
• Texas Section 2.721 - Remedies For Fraud
  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...
• Texas 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 for sale as to cause actionable injury to a party...
• Texas Section 2.723 - Proof Of Market Price: Time And Place
  (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,...
• Texas 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 issue, reports in official publications...
• Texas Section 2.725 - Statute Of Limitations In Contracts For Sale
  (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: September 28, 2016