In a sale, the seller's job is to transfer and deliver the goods, while the buyer's job is to accept the goods and pay for them as agreed in their contract.
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.
seller obligation buyer obligation transfer goods deliver goods accept goods payment terms contract agreement sale transaction seller duties buyer responsibilities
(Enacted by Stats. 1963, Ch. 819.)
This law says that when a particular risk or responsibility is assigned to one party, the parties involved can agree to change who bears that risk or even split it between them.
Where this division allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
risk allocation burden distribution agreement modification risk shifting party agreement burden sharing contractual terms division of risk negotiated agreements mutual consent responsibility allocation
(Enacted by Stats. 1963, Ch. 819.)
This section explains that when you're buying something, you can pay with money or other items. If you pay with goods, both you and the person you're buying from are considered sellers of the goods you're exchanging. If part of your payment involves real estate, the rules for the product you're buying still apply under this law. However, the real estate part isn't covered by this law.
(1)CA Commercial Law Code § 2304(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer.
(2)CA Commercial Law Code § 2304(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller’s obligations with reference to them are subject to this division, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.
payment methods price payable exchange of goods seller obligations real estate interest goods transfer payment in goods transfer of interest transfer obligations money or barter sales transactions mixed payment commercial trade seller responsibilities realty transfer
(Enacted by Stats. 1963, Ch. 819.)
This law talks about what happens when parties try to make a sales contract but don't settle on a price. If there's no set price, the price should be reasonable at the time of delivery. This can happen if the price isn't mentioned, if parties can't agree, or if it was supposed to be set by a third party but wasn't. If one party is supposed to set the price, they must do it honestly. If a party's fault prevents a price from being set, the other party can cancel the contract or set a reasonable price themselves. However, if the parties didn't want to be bound without a fixed price and it isn't set, the contract doesn't exist. In such cases, any goods or money exchanged should be returned or fairly compensated.
(1)CA Commercial Law Code § 2305(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if
(a)CA Commercial Law Code § 2305(a) Nothing is said as to price; or
(b)CA Commercial Law Code § 2305(b) The price is left to be agreed by the parties and they fail to agree; or
(c)CA Commercial Law Code § 2305(c) The 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)CA Commercial Law Code § 2305(c)(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(3)CA Commercial Law Code § 2305(c)(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as canceled or himself fix a reasonable price.
(4)CA Commercial Law Code § 2305(c)(4) Where, however, the parties intend not
to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
contract for sale reasonable price price not settled price agreement failure third party pricing good faith pricing fault in price fixing contract cancellation return of goods return of payment fair compensation delivery time price seller and buyer obligations market standard recorded price
(Enacted by Stats. 1963, Ch. 819.)
This law talks about agreements between buyers and sellers regarding how much of a product is produced or bought. It says that the quantities must be reasonable and made in good faith. Also, if there's an exclusive deal, the seller must try their best to supply the goods, and the buyer must try their best to sell them.
(1)CA Commercial Law Code § 2306(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.
(2)CA Commercial Law Code § 2306(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
output quantity buyer requirements good faith unreasonably disproportionate exclusive dealing best efforts supplier obligation promote sale supply goods requirements contract
(Enacted by Stats. 1963, Ch. 819.)
Normally, when you have a sales contract, everything should be delivered at once and the payment is due when it's delivered. However, if the situation allows for splitting the delivery into parts, then payment can be asked for each separate delivery if the price can be split up accordingly.
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 such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
goods delivery contract for sale single delivery tender in lots payment due apportioned price delivery in parts right to demand circumstances separate deliveries sales contract goods tendered tender delivery payment terms split delivery
(Enacted by Stats. 1963, Ch. 819.)
This law explains where goods should be delivered in a sales contract. Normally, goods are delivered to the seller's business location or home. However, if the goods were known to be somewhere else when the contract was made, they should be delivered from that location. Also, any important documents related to the sale can be sent through regular banking methods.
Unless otherwise agreed
(a)CA Commercial Law Code § 2308(a) The place for delivery of goods is the seller’s place of business or if he has none his residence; but
(b)CA Commercial Law Code § 2308(b) In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and
(c)CA Commercial Law Code § 2308(c) Documents of title may be delivered through customary banking channels.
place for delivery seller's place of business residence contract for sale identified goods documents of title customary banking channels delivery location sales contract goods delivery seller's residence other location banking methods contracts identified goods location
(Enacted by Stats. 1963, Ch. 819.)
This law says if a contract doesn't specify a timeline for things like shipping or delivery, it should happen within a reasonable time. If a contract involves ongoing tasks but doesn't have an end date, it's valid for a reasonable time but can usually be ended by either side at any time. However, if one side wants to end the contract, they must give reasonable notice to the other side unless it’s agreed otherwise. If skipping this notification would be unfair, it’s not allowed.
(1)CA Commercial Law Code § 2309(1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time.
(2)CA Commercial Law Code § 2309(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
(3)CA Commercial Law Code § 2309(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
reasonable time contract termination successive performances indefinite duration reasonable notification termination notice unconscionable operation contract duration action under contract delivery time shipment time successive tasks ongoing contract contract end date contract timeline
(Enacted by Stats. 1963, Ch. 819.)
This section explains when payments are due for goods when no other agreement is made. Payment is usually due when the buyer is supposed to receive the goods, regardless of where they are shipped from. The seller can send goods under a reservation, meaning they hold on to certain documents until payment is made. However, the buyer is allowed to inspect the goods after arrival before paying unless the contract states otherwise. If goods are delivered with title documents, payment is due either when the buyer gets those documents or according to the seller's timeline. If the goods are shipped on credit, the credit period starts from the time of shipment, but delays in invoicing can delay the credit period's start.
Unless otherwise agreed:
(a)CA Commercial Law Code § 2310(a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and
(b)CA Commercial Law Code § 2310(b) If the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (Section 2513); and
(c)CA Commercial Law Code § 2310(c) If delivery is authorized and made by way of documents of title otherwise than by subdivision (b) then payment is due regardless of where the goods are to be received (i) at the time and place at which the buyer is to receive delivery of the tangible documents or (ii) at the time the buyer is to receive delivery of the electronic
documents and at the seller’s place of business or if none, the seller’s residence; and
(d)CA Commercial Law Code § 2310(d) Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
payment due inspection of goods shipment reservation documents of title credit period invoice delay time of shipment place of delivery buyers and sellers goods inspection contract terms postdating invoice ship on credit seller's place of business tangible documents
(Amended by Stats. 2006, Ch. 254, Sec. 35. Effective January 1, 2007.)
This law explains that a sales agreement remains valid even if one party needs to decide certain details about how it will be carried out later. The party making these decisions must act honestly and within reasonable bounds of normal business practices. If not otherwise specified, the buyer can choose how the goods are assorted, and the seller decides the shipping details. If these specifics are not provided in time or needed cooperation isn't given, the other party can delay their own performance without consequence and can either take reasonable steps to fulfill the contract or treat it as a breach if goods aren't delivered or accepted.
(1)CA Commercial Law Code § 2311(1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.
(2)CA Commercial Law Code § 2311(2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in subdivisions (1)(c) and (3) of Section 2319 specifications or arrangements relating to shipment are at the seller’s option.
(3)CA Commercial Law Code § 2311(3) Where such specification would materially affect the other party’s performance but is not seasonably made or where one party’s co-operation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies
(a)CA Commercial Law Code § 2311(a) Is excused for
any resulting delay in his own performance; and
(b)CA Commercial Law Code § 2311(b) May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to co-operate as a breach by failure to deliver or accept the goods.
agreement for sale contract specifics performance particulars good faith commercial reasonableness buyer’s option seller’s option assortment of goods shipping arrangements performance delay breach of contract failure to specify failure to cooperate material effect reasonable manner
(Enacted by Stats. 1963, Ch. 819.)
When a seller makes a contract to sell goods, they promise that the goods have a clear title and aren't burdened by liens or claims that the buyer doesn't know about. This promise can only be changed by clear wording or if the buyer knows that the seller might not own full rights to the goods. If the seller is a regular merchant of those goods, they also assure that the goods aren't infringing on someone else's rights, unless the buyer gives instructions that lead to such claims, in which case the buyer must protect the seller.
(1)CA Commercial Law Code § 2312(1) Subject to subdivision (2) there is in a contract for sale a warranty by the seller that
(a)CA Commercial Law Code § 2312(a) The title conveyed shall be good, and its transfer rightful; and
(b)CA Commercial Law Code § 2312(b) The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.
(2)CA Commercial Law Code § 2312(b)(2) A warranty under subdivision (1) will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such right or title as he or a third person may have.
(3)CA Commercial Law Code § 2312(b)(3) Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes
specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
warranty seller's promise contract for sale good title security interest lien encumbrance specific language merchant third-party claim infringement buyer specifications hold harmless rightful claim goods delivery
(Enacted by Stats. 1963, Ch. 819.)
This law explains that when a seller makes a promise or statement about a product, describes it in a certain way, or provides a sample or model that is important to the deal, they are making an express warranty. This means the product must meet those promises, descriptions, or match the sample or model. Importantly, these warranties don't need special words like 'warrant' or 'guarantee.' However, if a seller is just giving their opinion or praising the product without making specific promises, it doesn't count as a warranty.
(1)CA Commercial Law Code § 2313(1) Express warranties by the seller are created as follows:
(a)CA Commercial Law Code § 2313(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.
(b)CA Commercial Law Code § 2313(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.
(c)CA Commercial Law Code § 2313(c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.
(2)CA Commercial Law Code § 2313(c)(2) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement
purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.
express warranty seller promise affirmation of fact basis of the bargain goods description sample or model conform to description seller's intention value of goods opinions and commendations
(Enacted by Stats. 1963, Ch. 819.)
This section deals with the idea of 'implied warranties' in sales contracts. It means that when a seller is a professional or merchant selling goods, there's an automatic promise that the goods are of decent quality—without any defects—and fit for typical use, unless they state otherwise in the contract. This applies even when selling food and drink. To be considered merchantable, the goods must meet certain criteria like being of average quality, fit for their usual purpose, and consistent in quality and quantity. They should also be packaged and labeled properly. Besides, other implied warranties might arise based on how buyers and sellers usually conduct business together or through common practices in the trade.
(1)CA Commercial Law Code § 2314(1) Unless excluded or modified (Section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.
(2)CA Commercial Law Code § 2314(2) Goods to be merchantable must be at least such as
(a)CA Commercial Law Code § 2314(a) Pass without objection in the trade under the contract description; and
(b)CA Commercial Law Code § 2314(b) In the case of fungible goods, are of fair average quality within the description; and
(c)CA Commercial Law Code § 2314(c) Are fit for the ordinary purposes for which such goods are used; and
(d)CA Commercial Law Code § 2314(d) Run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and
(e)CA Commercial Law Code § 2314(e) Are adequately contained, packaged, and labeled
as the agreement may require; and
(f)CA Commercial Law Code § 2314(f) Conform to the promises or affirmations of fact made on the container or label if any.
(3)CA Commercial Law Code § 2314(f)(3) Unless excluded or modified (Section 2316) other implied warranties may arise from course of dealing or usage of trade.
implied warranties merchantable goods fit for ordinary purposes average quality contract description packaging and labeling course of dealing usage of trade sales contract food and drink sale seller merchant quality and quantity conformity promises on label fungible goods
(Enacted by Stats. 1963, Ch. 819.)
This law says that if a seller knows what a buyer needs a product for, and the buyer is counting on the seller's expertise to choose or provide the right product, the seller automatically promises that the product will be suitable for that purpose, unless this promise has been specifically changed or removed.
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 is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.
implied warranty fit for purpose seller's skill buyer's reliance suitable goods contracting particular purpose exclusion modification skill or judgment
(Enacted by Stats. 1963, Ch. 819.)
This part of the law talks about warranties on products. First, if a seller makes any promises (or express warranties) and then tries to limit or take back those promises, both must be seen as consistent unless it's unreasonable. Second, if a seller wants to exclude the implied warranty of merchantability (which means goods are assumed to be fit for ordinary use), they must clearly state it, and in writing. If a seller uses phrases like 'as is' or 'with all faults,' it means no implied warranties are given. Also, if the buyer has inspected the goods, they can't claim an implied warranty for defects they should have noticed. Lastly, the seller and buyer can agree on specific remedies for any breaches of warranty.
(1)CA Commercial Law Code § 2316(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this division on parol or extrinsic evidence (Section 2202) negation or limitation is inoperative to the extent that such construction is unreasonable.
(2)CA Commercial Law Code § 2316(2) Subject to subdivision (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.”
(3)CA Commercial Law Code § 2316(3) Notwithstanding subdivision (2)
(a)CA Commercial Law Code § 2316(a) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is,” “with all faults” or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty; and
(b)CA Commercial Law Code § 2316(b) When the buyer before entering into the contract has examined the goods or the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him; and
(c)CA Commercial Law Code § 2316(c) An implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.
(4)CA Commercial Law Code § 2316(c)(4) Remedies for breach of warranty can be limited in accordance with the provisions of this division on liquidation or limitation of damages and on contractual modification of remedy (Sections 2718 and 2719).
express warranty implied warranty merchantability conspicuous language as is with all faults buyer examination exclude implied warranty modify implied warranty parol evidence limitations of remedies expressions excluding warranties examination of goods course of dealing course of performance
(Enacted by Stats. 1963, Ch. 819.)
This section explains how different types of warranties, which are promises about products, should work together. They are ideally treated as adding up (cumulative), but if that doesn't make sense, the parties' intentions will decide which warranty prevails. To figure out what was intended, specific rules are followed: precise specs win over general descriptions or models, samples from current stock have more weight than general descriptions, and specific warranties override general ones, except when it comes to the product being fit for a specific use.
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 the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:
(a)CA Commercial Law Code § 2317(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b)CA Commercial Law Code § 2317(b) A sample from an existing bulk displaces inconsistent general language of description.
(c)CA Commercial Law Code § 2317(c) Express warranties displaced inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
warranties express warranties implied warranties cumulative warranties dominant warranty intention of the parties specifications samples models general language fitness for a particular purpose
(Enacted by Stats. 1963, Ch. 819.)
This law explains delivery terms for the sale of goods, focusing on F.O.B. (free on board) and F.A.S. (free alongside ship). If goods are shipped F.O.B. the place of shipment, the seller has to send the goods and risk is transferred once the goods are with the carrier. If goods are shipped F.O.B. the place of destination, the seller must deliver them to the destination at their own cost and risk. With F.O.B. vessel, the seller must load the goods onto the vessel, provided by the buyer, and follow specific documentation forms. F.A.S. means the seller gets the goods next to the vessel and secures a receipt. Buyers must provide shipping instructions in a timely manner, and if instructions are lacking, the seller can take steps as needed to deliver the goods. Lastly, buyers must pay when the required documents are submitted, not when goods are physically delivered.
(1)CA Commercial Law Code § 2319(1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which
(a)CA Commercial Law Code § 2319(a) When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this division (Section 2504) and bear the expense and risk of putting them into the possession of the carrier; or
(b)CA Commercial Law Code § 2319(b) When the term is F.O.B. the place of destination, the seller must at his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this division (Section 2503);
(c)CA Commercial Law Code § 2319(c) When under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case
the seller must comply with the provisions of this division on the form of bill of lading (Section 2323).
(2)CA Commercial Law Code § 2319(c)(2) Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must
(a)CA Commercial Law Code § 2319(a) At his own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and
(b)CA Commercial Law Code § 2319(b) Obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.
(3)CA Commercial Law Code § 2319(b)(3) Unless otherwise agreed in any case falling within subdivision (1)(a) or (c) or subdivision (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The
seller may treat the failure of needed instructions as a failure of co-operation under this division (Section 2311). He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment.
(4)CA Commercial Law Code § 2319(b)(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
F.O.B. delivery F.A.S. delivery free on board free alongside ship shipping terms seller responsibility buyer instructions loading vessel document tender shipping instructions risk transfer vessel naming bill of lading payment upon documents transportation risk
(Enacted by Stats. 1963, Ch. 819.)
This law explains two terms often used in trade: C.I.F. and C. & F. When prices are listed as C.I.F., it means the cost of goods, insurance, and freight to a named destination are all included in one price. If the price is listed as C. & F., it covers only cost and freight but not insurance. The seller must ensure goods are shipped, obtain necessary documents like a bill of lading and insurance policies, and promptly provide these to the buyer. With C.I.F., insurance is also covered by the seller. Buyers must pay once they receive the required documents and cannot demand the goods themselves instead of these documents.
(1)CA Commercial Law Code § 2320(1) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.
(2)CA Commercial Law Code § 2320(2) Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to
(a)CA Commercial Law Code § 2320(a) Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and
(b)CA Commercial Law Code § 2320(b) Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and
(c)CA Commercial Law Code § 2320(c) Obtain a policy or certificate of insurance, including any
war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and
(d)CA Commercial Law Code § 2320(d) Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and
(e)CA Commercial Law Code § 2320(e) Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer’s rights.
(3)CA Commercial Law Code § 2320(e)(3) Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.
(4)CA Commercial Law Code § 2320(e)(4) Under the term C.I.F. or C.
& F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
C.I.F. C. & F. negotiable bill of lading insurance policy freight cost shipment war risk insurance seller obligations buyer payment document tender carrier receipt invoice preparation commercial promptness named destination shipping documents
(Enacted by Stats. 1963, Ch. 819.)
This section explains how contracts with terms like C.I.F. (Cost, Insurance, and Freight) or C. & F. (Cost and Freight) should be handled. If the price is based on the quantity or quality when goods arrive, the seller estimates the price, and a prompt settlement must be made after adjusting the price. Sellers also bear the risk of normal shrinkage or deterioration during transport but not other risks. If payment is to be made after goods arrive, sellers must allow inspection before payment unless the goods are lost, in which case documents should be delivered, and payment is made as if the goods had arrived.
Under a contract containing a term C.I.F. or C. & F.
(1)CA Commercial Law Code § 2321(1) Where the price is based on or is to be adjusted according to “net landed weights,” “delivered weights,” “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.
(2)CA Commercial Law Code § 2321(2) An agreement described in subdivision (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.
(3)CA Commercial Law Code § 2321(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods
the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
C.I.F. C. & F. net landed weights delivered weights price adjustment final settlement commercial promptness risk of deterioration shrinkage preliminary inspection risk of loss document delivery payment terms arrival of goods ordinary transportation risk
(Enacted by Stats. 1963, Ch. 819.)
This law section explains what it means to deliver goods "ex-ship" at a port. The term isn't limited to a specific ship and allows delivery from any suitable vessel at the port where such goods are usually unloaded. The seller must clear any shipping-related debts and ensure the buyer can receive the goods. The risk of loss stays with the seller until the goods are properly removed from the ship.
(1)CA Commercial Law Code § 2322(1) 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 a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.
(2)CA Commercial Law Code § 2322(2) Under such a term unless otherwise agreed
(a)CA Commercial Law Code § 2322(a) The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and
(b)CA Commercial Law Code § 2322(b) The risk of loss does not pass to the buyer until the goods leave the ship’s tackle or are otherwise properly unloaded.
ex-ship delivery carrying vessel named port of destination goods delivery discharge of liens risk of loss unloading goods seller obligations carrier duties ship's tackle unloaded goods
(Enacted by Stats. 1963, Ch. 819.)
This law talks about contracts involving overseas shipment and certain shipping terms like C.I.F., C. & F., or F.O.B. If a contract includes these terms, the seller must get a negotiable bill of lading to show that the goods are on board or have been received for shipment. When a bill of lading comes in multiple parts, the buyer can demand the full set unless agreed otherwise. However, a single part may be sufficient if the shipment is coming from abroad and an adequate indemnity is provided. An overseas shipment can be by water or air and follows international shipping practices.
(1)CA Commercial Law Code § 2323(1) 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 obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.
(2)CA Commercial Law Code § 2323(2) Where in a case within subdivision (1) a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set
(a)CA Commercial Law Code § 2323(a) Due tender of a single part is acceptable within the provisions of this division on cure of improper delivery (subdivision (1) of Section 2508); and
(b)CA Commercial Law Code § 2323(b) Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.
(3)CA Commercial Law Code § 2323(b)(3) A shipment by water or by air or a contract contemplating such shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deepwater commerce.
overseas shipment C.I.F. C. & F. F.O.B. vessel negotiable bill of lading tangible bill of lading shipment by water shipment by air commercial practices international deepwater commerce full set demand indemnity tender of documents financing practices shipping terms
(Amended by Stats. 2006, Ch. 254, Sec. 36. Effective January 1, 2007.)
This law talks about the 'no arrival, no sale' agreement, which means the seller has to ship the correct goods and offer them when they arrive, but isn't responsible for the goods arriving unless they caused them not to arrive. If the goods are lost, damaged, or delayed without the seller's fault, the buyer can act as if the goods were damaged or lost during an unforeseen event.
Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed,
(a)CA Commercial Law Code § 2324(a) The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and
(b)CA Commercial Law Code § 2324(b) Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (Section 2613).
no arrival no sale seller obligations buyer rights conforming goods goods shipment nonarrival tender on arrival fault of the seller goods deterioration contract time arrival casualty to identified goods Section 2613 contract conformity shipment responsibility unforeseen event
(Enacted by Stats. 1963, Ch. 819.)
If a buyer doesn't provide a promised letter of credit on time, it's considered a breach of the sale contract. However, if the buyer provides the correct letter of credit, they don't have to pay immediately. But if that letter of credit is rejected, the seller can ask the buyer to pay up. A letter of credit usually means it can't be revoked and it should be issued by a reputable financing agency. If it's for an international sale, the agency must also have a good international reputation. Additionally, a "confirmed credit" means another agency in the seller's market guarantees the credit.
(1)CA Commercial Law Code § 2325(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2)CA Commercial Law Code § 2325(2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him.
(3)CA Commercial Law Code § 2325(3) Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market.
letter of credit breach of contract buyer obligation seller rights irrevocable credit financing agency reputable agency international reputation confirmed credit dishonored letter seasonable notification direct payment sales contract overseas shipment banker's credit
(Enacted by Stats. 1963, Ch. 819.)
This section explains two types of transactions involving the return of goods: 'sale on approval' and 'sale or return.' In a 'sale on approval,' goods are delivered mainly for the buyer's use and can be returned, whereas a 'sale or return' involves goods intended for resale that may also be returned. Goods delivered on approval can't be claimed by the buyer's creditors until accepted, but goods on sale or return can be. Additionally, if goods are sold on an 'or return' basis, it's handled as a separate sales contract and may contradict other contract terms. Lastly, if goods are delivered for sale and were originally bought for personal use, they remain the delivering person's property until fully paid for, and any sale proceeds belong to them after deducting agreed expenses.
(1)CA Commercial Law Code § 2326(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is
(a)CA Commercial Law Code § 2326(a) A “sale on approval” if the goods are delivered primarily for use, and
(b)CA Commercial Law Code § 2326(b) A “sale or return” if the goods are delivered primarily for resale.
(2)CA Commercial Law Code § 2326(b)(2) Goods held on approval are not subject to the claims of the buyer’s creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer’s possession.
(3)CA Commercial Law Code § 2326(b)(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this division (Section 2201) and as contradicting the sale aspect of the contract within the provisions of this division on parol or extrinsic evidence (Section 2202).
(4)CA Commercial Law Code § 2326(b)(4) If a person delivers or consigns for sale goods which
the person used or bought for use for personal, family, or household purposes, these goods do not become the property of the deliveree or consignee unless the deliveree or consignee purchases and fully pays for the goods. Nothing in this subdivision shall prevent the deliveree or consignee from acting as the deliverer’s agent to transfer title to these goods to a buyer who pays the full purchase price. Any payment received by the deliveree or consignee from a buyer of these goods, less any amount which the deliverer expressly agreed could be deducted from the payment for commissions, fees, or expenses, is the property of the deliverer and shall not be subject to the claims of the deliveree’s or consignee’s creditors.
sale on approval sale or return returnable goods creditor claims separate contracts statute of frauds parol evidence personal use delivery transfer of title full purchase price consignment sales agent action payment deductions
(Amended by Stats. 1999, Ch. 991, Sec. 28.2. Effective January 1, 2000. Operative July 1, 2001, by Sec. 75 of Ch. 991.)
This section covers how risk and ownership transfer under sales on approval and sales or return. For sales on approval, the buyer doesn't own the goods or bear the risk until they officially accept them. Just using the goods for testing doesn't mean acceptance, but if the buyer doesn't tell the seller in time that they want to return them, that counts as acceptance. If the buyer decides to return, it's on the seller's risk but the buyer must follow reasonable instructions if they're a merchant. For sales or return, the buyer can return the goods if they're still in their original condition, but they must do it in a timely manner, and that return is at the buyer’s risk and cost.
(1)CA Commercial Law Code § 2327(1) Under sale on approval unless otherwise agreed
(a)CA Commercial Law Code § 2327(a) Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and
(b)CA Commercial Law Code § 2327(b) Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and
(c)CA Commercial Law Code § 2327(c) After due notification of election to return, the return is at the seller’s risk and expense but a merchant buyer must follow any reasonable instructions.
(2)CA Commercial Law Code § 2327(c)(2) Under a sale or return unless otherwise agreed
(a)CA Commercial Law Code § 2327(a) The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and
(b)CA Commercial Law Code § 2327(b) The return is at the buyer’s risk and expense.
sale on approval risk of loss title transfer acceptance of goods return notification trial use merchant buyer instructions sale or return commercial unit original condition buyer’s risk buyer’s expense reasonable instructions failure to notify conforming goods
(Enacted by Stats. 1963, Ch. 819.)
In an auction, each separate lot of goods is an individual sale. The sale is finalized when the auctioneer announces it, usually with the hammer falling. If a competing bid is made while the hammer is falling, the auctioneer can choose to reopen the bidding or sell to the highest bid at that moment. Auctions are generally 'with reserve', meaning the auctioneer can withdraw the item before the sale is complete. However, if an auction is 'without reserve', items can't be withdrawn if bids come within a reasonable time after calling for them. Bidders can take back their bids before the sale is announced complete, but taking back a bid doesn't bring back previous bids. If the auctioneer takes a bid for the seller without letting buyers know such bidding is allowed, the buyer can either cancel the sale or buy the goods for the last honest bid amount. This rule does not apply to forced sales.
(1)CA Commercial Law Code § 2328(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.
(2)CA Commercial Law Code § 2328(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.
(3)CA Commercial Law Code § 2328(3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer’s announcement of completion of the sale,
but a bidder’s retraction does not revive any previous bid.
(4)CA Commercial Law Code § 2328(4) If the auctioneer knowingly receives a bid on the seller’s behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subdivision shall not apply to any bid at a forced sale.
auction lots auction completion hammer fall auction with reserve auction without reserve bid retraction seller's bid forced sale withdraw goods reopen bidding good faith bid buyer option auctioneer discretion separate sale auction bid rules
(Enacted by Stats. 1963, Ch. 819.)