Sec. 42a-2-301. General obligations of parties. 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.
(1959, P.A. 133, S. 2-301.)
Annotations to former statute (1958 Rev., S. 42-41):
"Delivery" defined. 86 C. 22; 92 C. 191; 93 C. 218. Buyer cannot attach conditions to his acceptance of goods. 97 C. 210. Cited. 111 C. 711.

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Sec. 42a-2-302. Unconscionable contract or clause. (1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
(1959, P.A. 133, S. 2-302.)
Annotation to former statute (1958 Rev., S. 42-72):
Held that it is not contrary to public policy to permit the vendee of a conditional sales contract to waive as against an assignee of the vendor such defenses as the vendee might have against the vendor. 21 CS 368.
Annotations to present section:
Cited. 153 C. 681, 687 (fn). Cited. 180 C. 491, 495. Cited. 189 C. 212, 225. Cited. 206 C. 454, 462. Cited. Id., 608, 616. Cited. 233 C. 304, 314. Cited. 241 C. 24.
Cited. 2 CA 119, 125. Cited. 27 CA 628, 629, 631, 632. Cited 31 CA 455, 461, 464.
Cited. 36 CS 183, 192.
Cited. 6 Conn. Cir. Ct. 540.
Subsec. (1):
Cited. 206 C. 608, 616. Cited. 216 C. 40, 61.
Cited. 31 CA 455, 460.

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Sec. 42a-2-303. Allocation or division of risks. Where this article 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.
(1959, P.A. 133, S. 2-303.)

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Sec. 42a-2-304. Price payable in money, goods, realty, or otherwise. (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) 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 article, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
(1959, P.A. 133, S. 2-304.)
Cited. 172 C. 210, 219.

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Sec. 42a-2-305. Open price term. (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) nothing is said as to price; or (b) the price is left to be agreed by the parties and they fail to agree; or (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) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(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 cancelled or himself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price is 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 to do so must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
(1959, P.A. 133, S. 2-305.)
Annotation to former statute (1958 Rev., S. 42-8):
Sale "net to use" construed. 83 C. 65.
Annotations to present section:
Cited. 179 C. 232, 237.

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Sec. 42a-2-306. Output, requirements and exclusive dealings. (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) 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.
(1959, P.A. 133, S. 2-306; February, 1965, P.A. 377, S. 1.)
History: 1965 act specified seller's obligation to use best efforts to "supply the goods" and buyer's obligation to use best efforts "to promote their sale" rather than seller's obligation to use best efforts "to promote their sale".

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Sec. 42a-2-307. Delivery in single lot or several lots. 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.
(1959, P.A. 133, S. 2-307.)
Cited. 165 C. 300, 309. Cited. 166 C. 280, 285.

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Sec. 42a-2-308. Absence of specified place for delivery. Unless otherwise agreed, (a) the place for delivery of goods is the seller's place of business or if he has none his residence; but (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) documents of title may be delivered through customary banking channels.
(1959, P.A. 133, S. 2-308.)
Annotations to former statute (1958 Rev., S. 42-43):
In contract for manufacture and sale of goods, place of manufacture is ordinarily place of delivery. 89 C. 260. Meaning of expression "to be taken from car"; parol evidence to show meaning. 92 C. 639. Effect of words "ship us transit car" on place of delivery. 94 C. 4.
Annotations to present section:
Cited. 238 C. 571.

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Sec. 42a-2-309. Absence of specific time provisions; notice of termination . (1) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time.
(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) 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.
(1959, P.A. 133, S. 2-309.)
Annotations to former statute (1958 Rev., S. 42-43):
Purchase of goods for "spring shipment" considered. 69 C. 544. Delivery in a reasonable time where contract is silent. 73 C. 660; 92 C. 45. What constitutes reasonable time is a question of fact. 81 C. 573; 137 C. 111.
Annotations to present section:
Subsec. (1):
Cited. 45 CA 633.

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Sec. 42a-2-310. Open time for payment or running of credit; authority to ship under reservation. Unless otherwise agreed, (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) 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; and (c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due at the time and place at which the buyer is to receive the documents regardless of where the goods are to be received; and (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.
(1959, P.A. 133, S. 2-310.)
See Sec. 42a-2-513 re buyer's right to inspect goods.
Annotation to former statute (1958 Rev., S. 42-42):
Waiver of payment as condition precedent to consummation of sale by delivery. 92 C. 191.
Annotations to present section:
Cited. 207 C. 599, 607.

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Sec. 42a-2-311. Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite 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) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subsections (1) (c) and (3) of section 42a-2-319 specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies (a) is excused for any resulting delay in his own performance; and (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 cooperate as a breach by failure to deliver or accept the goods.
(1959, P.A. 133, S. 2-311.)
See Sec. 42a-2-204 (3) re circumstances under which indefiniteness of contract does not cause its failure.
Where arrangements as to shipment were at option of plaintiff as seller but merchandise was at risk of buyer, refusal of buyer's wife to receive merchandise from truck carrier unless he put them inside store did not excuse defendant from payment of price when goods subsequently were lost. 5 Conn. Cir. Ct. 597.
Subsec. (1):
Cited. 28 CS 481.

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Sec. 42a-2-312. Warranty of title and against infringement; buyer's obligation against infringement. (1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that (a) the title conveyed shall be good, and its transfer rightful; and (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) A warranty under subsection (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) 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.
(1959, P.A. 133, S. 2-312.)
Cited. 181 C. 592, 606.

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Sec. 42a-2-313. Express warranties by affirmation, promise, description, sample. (1) Express warranties by the seller are created as follows: (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) 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) 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) 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.
(1959, P.A. 133, S. 2-313.)
Annotations to former statutes:
(1958 Rev., S. 42-11): Parol warranty cannot be added to written agreement. 70 C. 453. Warranty does not extend to subsequent purchasers. 83 C. 231. Warranty as to "soundness" of horse construed. 83 C. 666. Warranty of automobile that it is in "good and running condition." 84 C. 463. That of automobile that it is in "first-class running condition." 91 C. 187. Where there is no warranty of seeds, seller may recover though he sends wrong variety of corn seed unless his conduct was negligent or fraudulent. 94 C. 446. An oral statement that car was 1927 model, not relied upon as an inducing cause of purchase, and a reference in bill to model, which was mere description, are not warranties. 111 C. 298. Cited. 137 C. 250.
(1958 Rev., S. 42-15): Reaffirms common law of Connecticut. 99 C. 301. Applies where delivery is to be in instalments whether at one time or at different times. Id., 302.
Delivery of the merchandise of the quantity, character and quality required by contract of sale by sample passed title to buyer. Buyer may not refuse merchandise if it conforms to contract and is not defective. 16 CS 378.
Annotations to present section:
Description of warranty liability has undergone clarification in the Uniform Commercial Code, which supersedes the Uniform Sales Act (public acts 1907, c. 212 Sec. 12 et seq., codified as chapter 731). 176 C. 97, 100. Cited. 184 C. 10, 18; Id., 607, 616, 617. Cited. 191 C. 150, 164. Cited. 203 C. 342, 362. Cited. 216 C. 65, 83. Cited. 218 C. 297, 307.
Cited. 1 CA 690, 691. Cited. 2 CA 308, 311. Cited. 33 CA 575, 588.
Third party beneficiary of express and implied warranties was not required to give notice of their breach to manufacturer under section 42a-2-607 as condition precedent to suit. 26 CS 223. Law of express and implied warranty is part of and distinguished in title. Code does not relate to real property and it has virtually eliminated doctrine of caveat emptor with regard to sale of personalty. 28 CS 476, 481. Cited. 32 CS 69.
Where receipt for payment of price of used car was plainly stamped "This car not guaranteed" and sales agreement also had such notation and defendant's salesman said clearly car sold at agreed price could not be guaranteed, there was no express or implied warranty in sale. 4 Conn. Cir. Ct. 685.
Subsec. (1):
Subdiv. (a) cited. 203 C. 342, 351. Subdiv. (b) cited. Id.
Subdiv. (a) cited. 27 CA 810, 815. Subdiv. (b) cited. Id.
Subdiv. (a) cited. 33 CS 108, 115; 39 CS 107, 109.
Subsec. (2):
Cited. 203 C. 342, 351.

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Sec. 42a-2-314. Implied warranty: merchantability; usage of trade. (1) Unless excluded or modified as provided by section 42a-2-316, 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) Goods to be merchantable must be at least such as (a) pass without objection in the trade under the contract description; and (b) in the case of fungible goods, are of fair average quality within the description; and (c) are fit for the ordinary purposes for which such goods are used; and (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) are adequately contained, packaged, and labeled as the agreement may require; and (f) conform to the promises or affirmations of fact made on the container or label if any.
(3) Unless excluded or modified as provided by section 42a-2-316 other implied warranties may arise from course of dealing or usage of trade.
(1959, P.A. 133, S. 2-314.)
Annotations to former statutes:
(1958 Rev., S. 42-12): If vendee is sued in action involving title to goods and notifies and requests vendor to defend, latter is conclusively bound by the judgment. 113 C. 542. Vendee may sue vendor before final outcome of replevin action brought by another against vendee, but has burden of proving other's title superior to vendor's. 118 C. 476.
(1958 Rev., S. 42-14): No implied warranty as to food furnished by restaurant or hotel. 88 C. 314; 117 C. 131. Cited. 100 C. 402. A known broker's knowledge of purpose for which goods are purchased cannot raise an implied warranty if his authority was limited to making sales. 101 C. 276. Cited. 112 C. 187. As between dealer and buyer-consumer of food sold for immediate consumption there is an implied warranty of fitness to be eaten, including freedom from foreign substances; applies to food in sealed can. 115 C. 258. Liability in negligence of company selling under its brands. Id., 264. Effect of delay in use of food after receipt. 117 C. 512. Cited. 117 C. 688. Implied warranty generally limited to parties and privies to contract. 125 C. 92. Furnishing of defective bottle of ale which exploded was a breach of warranty of merchantable quality by brewer. 127 C. 44. Injury from eating macaroni full of bugs; expert testimony not essential; measure of damages. Id., 227. Cited. 132 C. 439. No implied warranty as to food furnished by restaurant. 135 C. 243. Cited. 137 C. 251; 139 C. 65. Requirements necessary to establish breach of warranty of merchantability. 147 C. 460. Seller held to stricter rule when product is for human use. Id. Cited. 148 C. 716. To establish breach of implied warranty of fitness, plaintiff must show both that the product contains a substance or ingredient which has a tendency to affect injuriously an appreciable number of people and that he has in fact been harmed or injured by its use. 153 C. 137. Proof that all permanent waving lotions generally contain basic chemicals which are of varying strengths in different brands and that, in the strength used in some brands, the chemicals may injuriously affect some people, is not alone a reasonable basis for a conclusion that any specific lotion, even though it contains the same basic chemicals, is not "reasonably fit" or of "merchantable quality." Id., 139, 140. Cited. 158 C. 458.
The contract between the housewife purchasing a pie and the seller is sufficiently broad to include and cover any reasonable use; thus there is privity of contract with the consumer though he is not the purchaser. 4 CS 276; 5 CS 499. Subsection (4) cited. 5 CS 499. Purchasing from vending machine. 8 CS 34. Recovery allowed to purchaser in self-service store who made her own selection of branded article. 10 CS 9; 15 CS 174. Implied warranty of wholesomeness and fitness did not exist between dealer and buyer-consumer where plaintiff had not eaten the unfit food. 16 CS 404. Where plaintiff was familiar with brand but asked for no special kind, implied warranty attached. 18 CS 313. No implied seller's warranty to one who is neither the buyer of the product nor a member of the buyer's household; neither is there contract express or implied with the manufacturer. 19 CS 188. Plaintiff who was injured by fall against windshield could not recover from seller without alleging that the particular windshield was more dangerous than ordinary ones even though the buyer of the car had an express warranty with seller for a special safety windshield. Id., 479. Cited. Id., 503. Former section 42-16 cited. 22 CS 211.
Annotations to present section:
Cited. 176 C. 245, 253. Cited. 181 C. 62, 63. Cited. 182 C. 561, 565. Cited. 184 C. 10, 19; Id., 607, 616. Cited. 191 C. 150, 164. Cited. 216 C. 65, 83.
Cited. 1 CA 690, 691. Cited. 2 CA 308, 311. Cited. 27 CA 688, 695; Id., 810, 817. Cited. 33 CA 575, 588.
Cited. 37 CS 735, 740. Cited. 42 CS 153, 154, 156.
Cited. 4 Conn. Cir. Ct. 344, 345. When salesman for defendant car dealer several times informed plaintiff car was sold "as is" and "no guarantee" was stamped on sales contract and receipt given plaintiff, there was no implied warranty of fitness in sale of the car. 4 Conn. Cir. Ct. 685.
Subsec. (1):
Cited. 203 C. 342, 352.
Where defendant restaurateur, sued by plaintiff customer who consumed defective clams, impleaded third party defendant as supplier, statute of limitations barred third party action and demurrer to third party complaint was sustained. 28 CS 385. To establish breach of implied warranty or merchantability under this section, it must be proven that the "goods" were not merchantable at time of sale. 33 CS 108, 115, 116.
Subsec. (2):
Cited. 176 C. 245, 255. (c) cited. 176 C. 245, 254. Cited. 203 C. 342, 353.
(c) cited. 6 Conn. Cir. Ct. 482.

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Sec. 42a-2-315. Implied warranty: fitness for particular purpose. 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 section 42a- 2-316 an implied warranty that the goods shall be fit for such purpose.
(1959, P.A. 133, S. 2-315.)
Annotations to former statute (1958 Rev., S. 42-14):
Requirements necessary to establish breach of warranty of reasonable fitness. 147 C. 460. Seller held to stricter rule when product is for human use. Id.
Annotations to present section:
Manufacturer or producer who puts commodity for personal use or consumption on market in sealed package or other closed container should be held to have impliedly warranted to ultimate consumer that product is reasonably fit for intended purpose and does not contain any harmful and deleterious ingredient of which due and ample warning has not been given. Lack of privity not bar to suit. 148 C. 714 et seq. Annotation to former section 42-14: To establish breach of implied warranty of fitness, plaintiff must show both that the product contains a substance or ingredient which has a tendency to affect injuriously an appreciable number of people and that he has in fact been harmed or injured by its use. 153 C. 137. Cited. 158 C. 458. Cited. 176 C. 245, 253, 254. Cited. 183 C. 266, 274. Cited. 184 C. 10, 19; Id., 607, 616, 617, 620. Cited. 191 C. 150, 164. Cited. 203 C. 342, 362. Cited. 216 C. 65, 83.
Cited. 1 CA 690, 691. Cited. 2 CA 308, 311. Cited. 27 CA 120, 121, 128; Id., 810, 817. Cited. 33 CA 575, 588.
Implied warranty is in nature of contract of personal indemnity with original purchaser and does not run with the goods. 22 CS 210. (But see 148 C. 714, cited above.) Third party beneficiary of express and implied warranties was not required to give notice of their breach to manufacturer under section 42a-2-607 as condition precedent to suit. 26 CS 223. Cited. 28 CS 481. Cited. 32 CS 69. Cited. 37 CS 735, 740. Cited. 39 CS 107, 113.
Where defendant recommended and sold to plaintiff paint which did not adhere to surface of his house, court could properly find a breach of implied warranty of fitness. 4 Conn. Cir. Ct. 344-346. Requirements necessary to establish breach of warranty of reasonable fitness. Id. Where buyer was in as good position as seller to determine latent defect in used car, and seller expressly disclaimed any warranties on the sale, buyer could not recover cost of repairs in action for breach of warranty. 4 Conn. Cir. Ct. 685. Cited. 5 Conn. Cir. Ct. 447; 6 Conn. Cir. Ct. 541.

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Sec. 42a-2-316. Exclusion or modification of warranties. (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 article on parol or extrinsic evidence negation or limitation is inoperative to the extent that such construction is unreasonable.
(2) Subject to subsection (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) Notwithstanding subsection (2), (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) 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) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.
(4) Remedies for breach of warranty can be limited in accordance with the provisions of section 42a-2-718 on liquidation or limitation of damages and section 42a-2- 719 on contractual modification of remedy.
(5) The provisions of subsections (2), (3) and (4) shall not apply to sales of new or unused consumer goods, except for those goods clearly marked "irregular", "factory seconds" or "damaged". Any language, oral or written, used by a seller or manufacturer of consumer goods, which attempts to exclude or modify any implied warranties of merchantability and fitness for a particular purpose or to exclude or modify the consumer's remedies for breach of those warranties, shall be unenforceable.
(1959, P.A. 133, S. 2-316; P.A. 83-320.)
History: P.A. 83-320 added Subsec. (5) which prohibits the exclusion or modification of implied warranties in certain circumstances.
See Sec. 42a-2-202 re final written expression of contract.
Cited. 184 C. 607, 616. Cited. 203 C. 342, 352. Cited. 204 C. 399, 407. Cited. 226 C. 748, 752. Cited. 241 C. 725.
Cited. 31 CA 455, 470. Cited. 33 CA 575, 578.
Cited. 32 CS 69.
Conclusion of trial court that there was no warranty express or implied in sale by defendant of car will not be disturbed where salesman sold car "as is" and sales contract and receipt were stamped "no guarantees." 4 Conn. Cir. Ct. 683. Layman's use of the term "guaranty" is equated to "warranty." Id. Cited. 6 Conn. Cir. Ct. 482.
Subsec. (1):
Cited. 218 C. 297, 308.
Subsec. (2):
Cited. 203 C. 342, 353. Cited. 206 C. 409, 416.
Cited. 6 Conn. Cir. Ct. 482.
Subsec. (3):
Subdiv. (c) cited. 33 CS 108, 116.
Cited. 6 Conn. Cir. Ct. 482.

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Sec. 42a-2-317. Cumulation and conflict of warranties express or implied. 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) Exact or technical specifications displace an inconsistent sample or model or general language of description. (b) A sample from an existing bulk displaces inconsistent general language of description. (c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
(1959, P.A. 133, S. 2-317.)
Cited. 184 C. 10, 19; Id., 607, 616.
Cited. 33 CA 575, 588.
Cited. 32 CS 69.

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Sec. 42a-2-318. Third party beneficiaries of seller's warranties whether express or implied. A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of warranty. This section is neutral with respect to case law or statutory law extending warranties for personal injuries to other persons. A seller may not exclude or limit the operation of this section.
(1959, P.A. 133, S. 2-318; February, 1965, P.A. 377, S. 2.)
History: 1965 act specified that "section is neutral with respect to case law or statutory law extending warranties for personal injuries to other persons".
Cited. 148 C. 714, 716. Claim that, since statutory remedies for breach of warranty exist, rule of strict products liability in tort should not apply, not accepted. 159 C. 496, 503. Cited. 184 C. 607, 616.
Cited. 33 CA 575, 588.
Third party beneficiary of express and implied warranties was not required to give notice of their breach to manufacturer under section 42a-2-607 as condition precedent to suit. 26 CS 223.

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Sec. 42a-2-319. F.O.B. and F.A.S. terms. (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) 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 section 42a-2-504 and bear the expense and risk of putting them into the possession of the carrier; or (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 section 42a-2-503; (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 section 42a-2-323 on the form of bill of lading.
(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) 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) 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) Unless otherwise agreed in any case falling within subsection (1)(a) or (c) or subsection (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 cooperation under section 42a-2-311. He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment.
(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.
(1959, P.A. 133, S. 2-319.)
Cited. 214 C. 444, 452. Cited. 238 C. 571.
Use of phrase FOB Los Angeles, meaning free on board, made this portion of agreement not only price term covering defendant's obligation to pay freight charges between Los Angeles and Westport, but also controlling factor putting on him risk of loss of merchandise upon delivery to the carrier. 5 Conn. Cir. Ct. 597.
Subsec. (1):
Cited. 207 C. 599, 605.

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Sec. 42a-2-320. C.I.F. and C. & F. terms. (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) 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) 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) 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) 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) prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and (e) forward and tender with commercial promptness all the documents in due form and with any endorsement necessary to perfect the buyer's rights.
(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) 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.
(1959, P.A. 133, S. 2-320.)

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Sec. 42a-2-321. C.I.F. or C. & F.: "Net landed weights"; "payment on arrival"; warranty of condition on arrival. Under a contract containing a term C.I.F. or C. & F.:
(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) An agreement described in subsection (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) 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.
(1959, P.A. 133, S. 2-321.)

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Sec. 42a-2-322. Delivery "ex-ship". (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) Under such a term unless otherwise agreed (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) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
(1959, P.A. 133, S. 2-322.)

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Sec. 42a-2-323. Form of bill of lading required in overseas shipment; "overseas". (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) Where in a case within subsection (1) a 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) due tender of a single part is acceptable within the provisions of subsection (1) of section 42a-2- 508 on cure of improper delivery; and (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) 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 deep water commerce.
(1959, P.A. 133, S. 2-323.)

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Sec. 42a-2-324. "No arrival, no sale" term. Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed, (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) 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, as provided by section 42a- 2-613.
(1959, P.A. 133, S. 2-324.)

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Sec. 42a-2-325. "Letter of credit" term; "confirmed credit". (1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(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) 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.
(1959, P.A. 133, S. 2-325.)

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Sec. 42a-2-326. Sale on approval and sale or return; consignment sales and rights of creditors. (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (a) a "sale on approval" if the goods are delivered primarily for use, and (b) a "sale or return" if the goods are delivered primarily for resale.
(2) Except as provided in subsection (3), 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) Where goods are delivered to a person for sale and such person maintains a place of business at which he deals in goods of the kind involved, under a name other than the name of the person making delivery, then with respect to claims of creditors of the person conducting the business the goods are deemed to be on sale or return. The provisions of this subsection are applicable even though an agreement purports to reserve title to the person making delivery until payment or resale or uses such words as "on consignment" or "on memorandum". However, this subsection is not applicable if the person making delivery (a) complies with an applicable law providing for a consignor's interest or the like to be evidenced by a sign, or (b) establishes that the person conducting the business is generally known by his creditors to be substantially engaged in selling the goods of others, or (c) complies with the filing provisions of article 9.
(4) Any "or return" term of a contract for sale is to be treated as a separate contract for sale within section 42a-2-201 and as contradicting the sale aspect of the contract within the provisions of section 42a-2-202.
(1959, P.A. 133, S. 2-326.)
Cited. 183 C. 266, 274.
Cited. 34 CS 599, 601.

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Sec. 42a-2-327. Special incidents of sale on approval and sale or return. (1) Under a sale on approval unless otherwise agreed (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) 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) 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) Under a sale or return unless otherwise agreed (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) the return is at the buyer's risk and expense.
(1959, P.A. 133, S. 2-327.)
Cited. 183 C. 266, 274.
Cited. 34 CS 599, 601.

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Sec. 42a-2-328. Sale by auction. (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.
(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) 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) 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 subsection shall not apply to any bid at a forced sale.
(1959, P.A. 133, S. 2-328.)
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PART 4*
TITLE, CREDITORS AND GOOD FAITH PURCHASERS