All Ucc Provisions

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Formal Requirements, SOF-2-201

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1. Except otherwise provided in this section a K for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a K for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a terms agreed upon but the K is not enforceable under this paragraph beyond the quantity of goods shown is such writing.
2. Between merchants if within a reasonable time a writing in confirmation of the K and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given 10 days after it is received.
a. A K which does not satisfy the requirements of subsection (1) but which is vlaid in other respects is enforceable. If
i. The goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement, or
ii. If the aprty against whom enforcement is sougth admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the K is not enforceable under this provision beyond the quantity of goods admitted, or
iii. With respect to goods for which payment has been made and accepted or which have been received and accepted.

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2-202 Final Written Expression: Parol or Extrinsic evidence

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1. 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 as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be expliaed or supplemented
a. By course of dealing or usage of trade, or by course of performance and
b. By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement

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2-204 Formatino in General

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1. A contract for sale of goods may be made in any manner sufficient to show agreement including conduct by both parties which recognizes the existence of such a K.
2. An agreement sufficient to constitute a K for sale may be found even though the moment of its making is undermined
3. Even though one or more terms are left open a K for sale does not fail for indefiniteness if the aprteis have intended to make a K and there is a reasonably certain basis for giving an appropriate remedy

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2-206 Offer and Acceptance

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1. Unless otherwise ubambiguously indicated by the language or circumstances:
a. An offer to make a K shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances
b. An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompet promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommation to the buyer.
2. Where the beginning of a requested performance is a reaosnble mode of acceptance an offeror who is not notified of acceptance within a reasonable tiem may treat the offer as having lapsed before acceptance.

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2-207 Additional Terms in Acceptance or COnfirmatino

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1. A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
2. The additional terms are to be construed as proposals for addition to the K. Between merchants such terms become part of the K unless:
i. The offer expressly limits acceptance to the terms of the offer
ii. They materially alter it
iii. Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
3. Conduct by both parties which recognizes the existence of a K is sufficient to establish a K for sale although the writings of the parties do not otherwise establish a K. In such case the terms of the particular K consists of those terms on which the writings of the parties agree, together with any supplementary terms incoroporated under any other provisions of this Act

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2-208 COurse of Performance or Practical Construction

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1) Where the K for sale involves repeated occasions for performace by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted in without objection shall be relevant to determine the meaning of the agreement.
2) The express terms of the agreement and any such course of performace, as reasonable as consistent with each other, but when such construction is unreasonable, express terms shall control course of performance, and course of performance shall control both course of dealing and usage of trade.
3) Subject to the provisions of the next section of modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent witht such course of performance.

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2-305 Open Price Term

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1. the parties if they so intended can conclude a K for sale even though the price is not settled. in such a case, the price is reasonably price at teh time of delivery if
a. nothing is said to price
b. the price is left to be agreed upon
c. teh price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded
2. means a price to be fixed in good faith

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2-308 Abscence of Place

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unless otherwise agreed:
1. the place for delivery of goods is the sellers place of business or his residence
2. in a K for sale the identified goods which to teh knowledge of the parties at teh time of contracting are in some other place, that place is the place for delivery and
3. documents of title may be delivered through customary banking channels

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2-309 Absence of SPecific Time Provisions

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1. the time for shipment or delivery or any other action under a K if not provided in this Article or agreed upon shall be a reaonable time.
2. where the K provideds for successive performace but is indefinite in duration is valid for a reaonsable time but unless otherwise agreed may be terminated at any time by either party
3. termination of a K by one party except on teh happening of an agreed event requires that reasonable notification be recieved by teh other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.