Chapter 1Short Title, General Construction and Subject Matter
Section § 2101
This section states that the division is officially called the Uniform Commercial Code—Sales. It's essentially the title of a set of laws dealing with sales transactions.
Section § 2102
This law section deals with transactions involving the sale of goods. For transactions that include both goods and services (hybrid transactions), it specifies which rules apply depending on whether selling goods is the main part of the deal. If goods sales are the main part, most of the rules apply. If not, only some specific rules about goods sales do. It also mentions that this law doesn't affect transactions creating a security interest or any laws regulating sales to special groups like consumers and farmers.
Section § 2103
This section provides important definitions related to transactions involving the sale of goods. A "buyer" is someone who purchases goods, while a "seller" is the one selling them. It includes terms like "receipt of goods," which means actually getting possession of them. The section also points to other definitions and concepts in related sections and divisions, such as what constitutes a contract for sale, acceptance, and cancellation. It notes that overarching definitions can be found starting in Division 1.
Section § 2104
This section defines some terms used in commercial transactions. A 'merchant' is someone who regularly deals in a specific type of goods or has special knowledge or skills about them. A 'financing agency' is a bank or company that helps with payments for goods, often by advancing money or collecting payments. When a deal is 'between merchants', it means both sides have merchant-level expertise or knowledge.
Section § 2105
This law defines what 'goods' are in the context of sales contracts. Goods are things that can move, like manufactured items, unborn animals, and crops, but not money or securities. Goods must exist and be clearly identified before they can be sold, otherwise, they're considered 'future goods' and the agreement is to sell them later. It's possible to sell a part interest in existing goods. A share in a bulk of fungible goods (like grains) can be sold, even if the total quantity isn't fixed, making the buyer a common owner. A 'lot' is a single item or group of items sold together, and a 'commercial unit' is something that’s sold as a whole because dividing it would lower its value, like a machine or furniture set.
Section § 2106
This section covers what contracts and agreements mean when it comes to buying and selling goods. It explains that contracts can be for current or future sales, and a sale happens when ownership changes hands for a price. Goods and actions that meet the contract's terms are called 'conforming.' If a contract ends without a breach, it's called 'termination,' and future obligations stop, but past rights remain. If a contract ends due to a breach, it's 'cancellation,' and the wronged party might still seek further remedies. Lastly, a 'hybrid transaction' involves goods along with services, leases, or other transactions.
Section § 2107
This law explains how contracts for selling certain items related to real estate, like minerals, oil, gas, or structures, are treated under sales law. If a seller is to remove these items from the property, it counts as selling goods. Similarly, if crops or materials can be removed without causing damage, their sale also counts as selling goods. Deals involving these items can be handled like real estate transactions, giving notice to others about the buyer's rights.