SalesGeneral Obligation and Construction of Contract
Section § 2301
Section § 2303
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.
Section § 2304
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.
Section § 2305
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.
Section § 2306
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.
Section § 2307
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.
Section § 2308
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.
Section § 2309
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.
Section § 2310
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.
Section § 2311
Section § 2312
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.
Section § 2313
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.
Section § 2314
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.
Section § 2315
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.
Section § 2316
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.
Section § 2317
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.
Section § 2319
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.
Section § 2320
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.
Section § 2321
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.
Section § 2322
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.
Section § 2323
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.
Section § 2324
Section § 2325
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.
Section § 2326
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.
Section § 2327
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.
Section § 2328
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.