Sales | Midpage554.2101Short title554.2102Scope — certain security and other transactions excluded from this Article554.2103Definitions and index of definitions554.2104Definitions: “merchant” — “between merchants” — “financing agency”554.2105Definitions: transferability — “goods” — “future” goods — “lot” — “commercial unit”554.2106Definitions: “contract” — “agreement” — “contract for sale” — “sale” — “present sale” — “conforming” to contract — “termination” — “cancellation” — “hybrid transaction”554.2107Goods to be severed from realty: recording554.2201Formal requirements — statute of frauds554.2202Final expression — parol or extrinsic evidence554.2203Seals inoperative554.2204Formation in general554.2205Firm offers554.2206Offer and acceptance in formation of contract554.2207Additional terms in acceptance or confirmation554.2209Modification, rescission, and waiver554.2210Delegation of performance — assignment of rights554.2301General obligations of parties554.2302Unconscionable contract or clause554.2303Allocation or division of risks554.2304Price payable in money, goods, realty, or otherwise554.2305Open price term554.2306Output, requirements and exclusive dealings554.2307Delivery in single lot or several lots554.2308Absence of specified place for delivery554.2309Absence of specific time provisions — notice of termination554.2310Open time for payment or running of credit — authority to ship under reservation554.2311Options and cooperation respecting performance554.2312Warranty of title and against infringement — buyer’s obligation against infringement554.2313Express warranties by affirmation, promise, description, sample554.2314Implied warranty: merchantability — usage of trade554.2315Implied warranty — fitness for particular purpose554.2316Exclusion or modification of warranties554.2317Cumulation and conflict of warranties express or implied554.2318Third party beneficiaries of warranties express or implied554.2319F.O.B. and F.A.S. terms554.2320C.I.F. and C. & F. terms554.2321C.I.F. or C. & F. — “net landed weights” — “payment on arrival” — warranty of condition on arrival554.2322Delivery “ex-ship”554.2323Form of bill of lading required in overseas shipment — “overseas”554.2324“No arrival, no sale” term554.2325“Letter of credit” term — “confirmed credit”554.2326Sale on approval and sale or return — rights of creditors554.2327Special incidents of sale on approval and sale or return554.2328Sale by auction554.2401Passing of title — reservation for security — limited application of this section554.2402Rights of seller’s creditors against sold goods554.2403Power to transfer — good faith purchase of goods — “entrusting”554.2501Insurable interest in goods — manner of identification of goods554.2502Buyer’s right to goods on seller’s repudiation, failure to deliver, or insolvency554.2503Manner of seller’s tender of delivery554.2504Shipment by seller554.2505Seller’s shipment under reservation554.2506Rights of financing agency554.2507Effect of seller’s tender — delivery on condition554.2508Cure by seller of improper tender or delivery — replacement554.2509Risk of loss in the absence of breach554.2510Effect of breach on risk of loss554.2511Tender of payment by buyer — payment by check554.2512Payment by buyer before inspection554.2513Buyer’s right to inspection of goods554.2514When documents deliverable on acceptance — when on payment554.2515Preserving evidence of goods in dispute554.2601Buyer’s rights on improper delivery554.2602Manner and effect of rightful rejection554.2603Merchant buyer’s duties as to rightfully rejected goods554.2604Buyer’s options as to salvage of rightfully rejected goods554.2605Waiver of buyer’s objections by failure to particularize554.2606What constitutes acceptance of goods554.2607Effect of acceptance — notice of breach — burden of establishing breach after acceptance — notice of claim or litigation to person answerable over554.2608Revocation of acceptance in whole or in part554.2609Right to adequate assurance of performance554.2610Anticipatory repudiation554.2611Retraction of anticipatory repudiation554.2612“Installment contract” — breach554.2613Casualty to identified goods554.2614Substituted performance554.2615Excuse by failure of presupposed conditions554.2616Procedure on notice claiming excuse554.2701Remedies for breach of collateral contracts not impaired554.2702Seller’s remedies on discovery of buyer’s insolvency554.2703Seller’s remedies in general554.2704Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods554.2705Seller’s stoppage of delivery in transit or otherwise554.2706Seller’s resale including contract for resale554.2707“Person in the position of a seller”554.2708Seller’s damages for nonacceptance or repudiation554.2709Action for the price554.2710Seller’s incidental damages554.2711Buyer’s remedies in general — buyer’s security interest in rejected goods554.2712“Cover” — buyer’s procurement of substitute goods554.2713Buyer’s damages for nondelivery or repudiation554.2714Buyer’s damages for breach in regard to accepted goods554.2715Buyer’s incidental and consequential damages554.2716Buyer’s right to specific performance or replevin554.2717Deduction of damages from the price554.2718Liquidation or limitation of damages — deposits554.2719Contractual modification or limitation of remedy554.2720Effect of “cancellation” or “rescission” on claims for antecedent breach554.2721Remedies for fraud554.2722Who can sue third parties for injury to goods554.2723Proof of market price — time and place554.2724Admissibility of market quotations554.2725Statute of limitations in contracts for sale