ARTICLE 2*
SALES

PART 1
SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER

      Sec. 42a-2-101. Short title: Uniform Commercial Code-Sales. This article shall be known and may be cited as "Uniform Commercial Code-Sales".

      (1959, P.A. 133, S. 2-101.)

      Cited. 165 C. 300.

      Sec. 42a-2-102. Scope; certain security and other transactions excluded from this article. Unless the context otherwise requires, this article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

      (1959, P.A. 133, S. 2-102.)

      Cited. 165 C. 300. Cited. 182 C. 561. Cited. 184 C. 10; Id., 607. Cited. 187 C. 540.

      Use of products involved in a beauty treatment does not amount to a sale of goods but to a rendition of services. 25 CS 114. Contract to furnish labor and materials is not a "transaction in goods" within meaning of this section. 33 CS 108. Cited. 41 CS 466.

      Sec. 42a-2-103. Definitions and index of definitions. (1) In this article unless the context otherwise requires: (a) "Buyer" means a person who buys or contracts to buy goods. (b) "Receipt" of goods means taking physical possession of them. (c) "Seller" means a person who sells or contracts to sell goods.

      (2) Other definitions applying to this article or to specified parts thereof and the sections in which they appear are:

      "Acceptance". Section 42a-2-606.

      "Banker's credit". Section 42a-2-305.

      "Between merchants". Section 42a-2-104.

      "Cancellation". Section 42a-2-106(4).

      "Commercial unit". Section 42a-2-105.

      "Confirmed credit". Section 42a-2-325.

      "Conforming to contract". Section 42a-2-106.

      "Contract for sale". Section 42a-2-106.

      "Cover". Section 42a-2-712.

      "Entrusting". Section 42a-2-403.

      "Financing agency". Section 42a-2-104.

      "Future goods". Section 42a-2-105.

      "Goods". Section 42a-2-105.

      "Identification". Section 42a-2-501.

      "Installment contract". Section 42a-2-612.

      "Letter of credit". Section 42a-2-325.

      "Lot". Section 42a-2-105.

      "Merchant". Section 42a-2-104.

      "Overseas". Section 42a-2-323.

      "Person in position of seller". Section 42a-2-707.

      "Present sale". Section 42a-2-106.

      "Sale". Section 42a-2-106.

      "Sale on approval". Section 42a-2-326.

      "Sale or return". Section 42a-2-326.

      "Termination". Section 42a-2-106.

      (3) The following definitions in other articles apply to this article:

      "Check". Section 42a-3-104.

      "Consignee". Section 42a-7-102.

      "Consignor". Section 42a-7-102.

      "Consumer goods". Section 42a-9-102.

      "Dishonor". Section 42a-3-502.

      "Draft". Section 42a-3-104.

      (4) In addition article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.

      (1959, P.A. 133, S. 2-103; May Sp. Sess. P.A. 92-11, S. 13, 70; P.A. 01-132, S. 138; P.A. 04-64, S. 44; P.A. 05-109, S. 23.)

      History: May Sp. Sess. P.A. 92-11 amended Subsec. (3) to replace Sec. 42a-3-507 as the statutory reference for the definition of "Dishonor" with Sec. 42a-3-502; P.A. 01-132 amended Subsec. (3) to replace Sec. 42a-9-109 with Sec. 42a-9-102 as the statutory reference for the definition of "Consumer goods"; P.A. 04-64 amended Subsec. (3) by adding reference to "control" as provided in Sec. 42a-7-106 to conform to revisions made to article 7 by the same act; P.A. 05-109 amended Subsec. (1) by deleting definition of "good faith" and making technical changes to conform to revisions made to article 1 by the same act.

      Cited. 26 CS 222.

      Subsec. (1):

      Subdiv. (d) cited. 172 C. 112. Subdiv. (b) cited. 187 C. 637. Subdiv. (d) cited. 216 C. 65.

      Sec. 42a-2-104. Definitions: "Merchant"; "between merchants"; "financing agency". (1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.

      (2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods as provided by section 42a-2-707.

      (3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

      (1959, P.A. 133, S. 2-104; P.A. 04-64, S. 45.)

      History: P.A. 04-64 amended Subsec. (2) by adding "or are associated with" to conform to revisions made to article 7 by the same act.

      Person who holds himself out to have special skills may be considered merchant. 160 C. 468.

      Sec. 42a-2-105. Definitions: Transferability; "goods"; "future" goods; "lot"; "commercial unit". (1) "Goods" means all things, including specially manufactured goods, which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities covered by article 8 and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in section 42a-2-107.

      (2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

      (3) There may be a sale of a part interest in existing identified goods.

      (4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.

      (5) "Lot" means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

      (6) "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite or furniture or an assortment of sizes, or a quantity, as a bale, gross, or carload, or any other unit treated in use or in the relevant market as a single whole.

      (1959, P.A. 133, S. 2-105.)

      Cited. 165 C. 300.

      Use of products involved in a beauty treatment does not amount to a sale of goods but to a rendition of services. 25 CS 114. Cited. 41 CS 179.

      Cited. 6 Conn. Cir. Ct. 482.

      Subsec. (1):

      Cited. 212 C. 167.

      Cited. 28 CS 481. Contract to furnish labor and materials is not sale of "goods" under this section. 33 CS 108. Cited. 37 CS 735. Cited. 41 CS 566.

      Sec. 42a-2-106. Definitions: "Contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation". (1) In this article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price as provided by section 42a-2-401. A "present sale" means a sale which is accomplished by the making of the contract.

      (2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.

      (3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

      (4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.

      (1959, P.A. 133, S. 2-106.)

      Annotations to former statute (1958 Rev., S. 42-4):

      Contract to sell goods to be manufactured is a contract of sale. 98 C. 563. A provision by which title to equipment placed on car by vendee will pass to vendor is contract for sale of future goods and valid under this act. 115 C. 191.

      Annotations to present section:

      Cited. 163 C. 62. Cited. 214 C. 444.

      Cited. 25 CS 111.

      Subsec. (1):

      Cited. 183 C. 266.

      Cited. 26 CS 221. Cited. 37 CS 735.

      Sec. 42a-2-107. Goods to be severed from realty; recording. (1) A contract for the sale of minerals or the like, including oil and gas, or a structure or its materials to be removed from realty is a contract for the sale of goods within this article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.

      (2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

      (3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.

      (1959, P.A. 133, S. 2-107; P.A. 76-369, S. 4, 5.)

      History: P.A. 76-369 deleted reference to contracts for sale of timber in Subsec. (1) but added reference to such contracts in Subsec. (2) and specifically included contracts for sale of oil and gas in Subsec. (1).

      Subsec. (1):

      Cited. 174 C. 535.

PART 2*
FORM, FORMATION AND READJUSTMENT OF CONTRACT

      Sec. 42a-2-201. Formal requirements; statute of frauds. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.

      (2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten days after it is received.

      (3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable (a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or (b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or (c) with respect to goods for which payment has been made and accepted or which have been received and accepted as provided by section 42a-2-606.

      (1959, P.A. 133, S. 2-201.)

      Cited. 174 C. 535. Cited. 198 C. 624.

      Although under statute, oral agreements for the sale of goods priced at or above $500 are presumptively unenforceable, certain oral agreements are enforceable. Namely, oral agreements for the sale of "specially manufactured goods" that meet a four-part standard discussed by the court are enforceable. 70 CA 477.

      Subsec. (3):

      Subdiv. (a) cited. 183 C. 266.

      Sec. 42a-2-202. Final written expression: Parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented (a) by course of performance, course of dealing or usage of trade as provided by section 42a-1-303; and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

      (1959, P.A. 133, S. 2-202; P.A. 05-109, S. 24.)

      History: P.A. 05-109 replaced references to Secs. 42a-1-205 and 42a-2-208 with reference to Sec. 42a-1-303 and made a technical change to conform to revisions made to article 1 by the same act.

      Cited. 183 C. 266. Cited. 198 C. 624. Cited. 218 C. 281; Id., 297. Cited. 225 C. 401. Cited. 232 C. 272.

      Sec. 42a-2-203. Seals inoperative. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

      (1959, P.A. 133, S. 2-203.)

      Sec. 42a-2-204. Formation in general. (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

      (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

      (3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

      (1959, P.A. 133, S. 2-204.)

      Annotations to former statutes (1958 Rev., S. 42-1, 42-3):

      Under lease of mill, contract as to grain held to be one of bailment, not of sale. 70 C. 738. Contract held to be one of consignment, though goods could be sold at less price than that fixed in contract. 71 C. 157. Sale of building to be removed as sale of personalty. 88 C. 1. Act is declaratory of common law; furnishing food by restaurant or hotel keeper not a sale. Id., 314; 117 C. 131. Sale implies ownership in thing sold and transfer of that ownership to another. 92 C. 38; 100 C. 45. Company controlling flow of water held not to own water. 92 C. 38. Contract inferred from conduct. 97 C. 487; 99 C. 149; 102 C. 547. Cited. 99 C. 149. Distinction between sale and consignment. 102 C. 39.

      Sec. 42a-2-205. Firm offers. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.

      (1959, P.A. 133, S. 2-205.)

      Sec. 42a-2-206. Offer and acceptance in formation of contract. (1) Unless otherwise unambiguously indicated by the language or circumstances, (a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

      (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

      (1959, P.A. 133, S. 2-206.)

      Cited. 184 C. 10.

      Cited. 41 CS 545.

      Sec. 42a-2-207. Additional terms in acceptance or confirmation. (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

      (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: (a) The offer expressly limits acceptance to the terms of the offer; (b) they materially alter it; or (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

      (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this title.

      (1959, P.A. 133, S. 2-207.)

      Cited. 184 C. 10.

      Subsec. (2):

      Subdiv. (c) cited. 202 C. 277.

      Sec. 42a-2-208. Course of performance or practical construction. Section 42a-2-208 is repealed, effective October 1, 2005.

      (1959, P.A. 133, S. 2-208; P.A. 05-109, S. 56.)

      Sec. 42a-2-209. Modification, rescission and waiver. (1) An agreement modifying a contract within this article needs no consideration to be binding.

      (2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

      (3) The requirements of section 42a-2-201 must be satisfied if the contract as modified is within its provisions.

      (4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.

      (5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

      (1959, P.A. 133, S. 2-209.)

      Cited. 166 C. 280.

      Subsec. (5):

      Cited. 190 C. 756.

      Sec. 42a-2-210. Delegation of performance; assignment of rights. (1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

      (2) Except as otherwise provided in section 42a-9-406, unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.

      (3) The creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

      (4) Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.

      (5) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances, as in an assignment for security, indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

      (6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee as provided by section 42a-2-609.

      (1959, P.A. 133, S. 2-210; P.A. 01-132, S. 139.)

      History: P.A. 01-132 amended Subsec. (2) to add "Except as otherwise provided in section 42a-9-406," added a new Subsec. (3) re creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract and renumbered Subsecs. (3), (4) and (5) as Subsecs. (4), (5) and (6), respectively.

      Cited. 200 C. 172.

PART 3*
GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

      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.

      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. Cited. 189 C. 212. Cited. 206 C. 454; Id., 608. Cited. 233 C. 304. Cited. 241 C. 24.

      Cited. 2 CA 119. Cited. 27 CA 628. Cited 31 CA 455.

      Cited. 36 CS 183.

      Cited. 6 Conn. Cir. Ct. 540.

      Subsec. (1):

      Cited. 216 C. 40.

      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.)

      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.

      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.

      Annotation to present section:

      Cited. 179 C. 232.

      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".

      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. Cited. 166 C. 280.

      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.

      Annotation to present section:

      Cited. 238 C. 571.

      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.

      Annotation to present section:

      Subsec. (1):

      Cited. 45 CA 633.

      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) of this section then payment is due regardless of where the goods are to be received (1) at the time and place at which the buyer is to receive delivery of the tangible documents, or (2) 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) 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; P.A. 04-64, S. 46.)

      History: P.A. 04-64 amended Subdiv. (c) by adding provisions re delivery of tangible documents and delivery of electronic documents and making technical changes to conform to revisions made to article 7 by the same act.

      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.

      Annotation to present section:

      Cited. 207 C. 599.

      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.

      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.

      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. Id., 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 installments 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. Cited. 184 C. 10; Id., 607. Cited. 191 C. 150. Cited. 203 C. 342. Cited. 216 C. 65. Cited. 218 C. 297.

      Cited. 1 CA 690. Cited. 2 CA 308. Cited. 33 CA 575.

      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. 27 CA 810. Subdiv. (b) cited. Id.

      Subdiv. (a) cited. 33 CS 108; 39 CS 107.

      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. Id., 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. 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. Cited. 181 C. 62. Cited. 182 C. 561. Cited. 184 C. 10; Id., 607. Cited. 191 C. 150. Cited. 216 C. 65.

      Cited. 1 CA 690. Cited. 2 CA 308. Cited. 27 CA 688; Id., 810. Cited. 33 CA 575. Clear purpose of implied warranty of merchantability is not to assign blame, but to assign risk and that fault is not an element of plaintiff's case for breach of that warranty where defendant unknowingly sold plaintiff a vehicle with a salvage history. 87 CA 687.

      Cited. 37 CS 735. Cited. 42 CS 153.

      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. Id., 685.

      Subsec. (1):

      Cited. 203 C. 342.

      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.

      Subsec. (2):

      Cited. 203 C. 342.

      (c) cited. 6 Conn. Cir. Ct. 482.

      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. Cited. 183 C. 266. Cited. 184 C. 10; Id., 607. Cited. 191 C. 150. Cited. 203 C. 342. Cited. 216 C. 65.

      Cited. 1 CA 690. Cited. 2 CA 308. Cited. 27 CA 120; Id., 810. Cited. 33 CA 575.

      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. Cited. 39 CS 107.

      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. Id., 685. Cited. 5 Conn. Cir. Ct. 447; 6 Conn. Cir. Ct. 541.

      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. Cited. 203 C. 342. Cited. 204 C. 399. Cited. 226 C. 748. Cited. 241 C. 725.

      Cited. 31 CA 455. Cited. 33 CA 575.

      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.

      Subsec. (2):

      Cited. 206 C. 409.

      Cited. 6 Conn. Cir. Ct. 482.

      Subsec. (3):

      Subdiv. (c) cited. 33 CS 108.

      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; Id., 607.

      Cited. 33 CA 575.

      Cited. 32 CS 69.

      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.

      Cited. 33 CA 575.

      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.

      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. 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.

      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.)

      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.)

      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.)

      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) of this section 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) 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; P.A. 04-64, S. 47.)

      History: P.A. 04-64 amended Subsec. (2) by making a technical change and adding reference to "tangible" bill of lading to conform to revisions made to article 7 by the same act.

      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.)

      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.)

      Sec. 42a-2-326. Sale on approval and sale or return; 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) 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) 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; P.A. 01-132, S. 140.)

      History: P.A. 01-132 amended Subsec. (2) to delete "Except as otherwise provided in subsection (3)", deleted former Subsec. (3) re claims of creditors when goods are delivered to another person for sale on consignment and renumbered existing Subsec. (4) as Subsec. (3).

      Cited. 183 C. 266.

      Cited. 34 CS 599.

      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.

      Cited. 34 CS 599.

      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.)

PART 4*
TITLE, CREDITORS AND GOOD FAITH PURCHASERS

      Sec. 42a-2-401. Passing of title; reservation for security; limited application of this section. Each provision of this article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this article and matters concerning title become material the following rules apply:

      (1) Title to goods cannot pass under a contract for sale prior to their identification to the contract as provided by section 42a-2-501 and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of article 9, title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

      (2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading (a) if the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment; but (b) if the contract requires delivery at destination, title passes on tender there.

      (3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods, (a) if the seller is to deliver a tangible document of title, title passes at the time when and the place where he delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or (b) if the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

      (4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale".

      (1959, P.A. 133, S. 2-401; P.A. 04-64, S. 48.)

      History: P.A. 04-64 amended Subdiv. (3) by adding re