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he
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ommonwealth of
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assachusetts
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PART I
ADMINISTRATION OF THE GOVERNMENT
(Chapters 1 through 182)
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TITLE XV
REGULATION OF TRADE
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CHAPTER 106
UNIFORM COMMERCIAL CODE
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ARTICLE 2
SALES
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Section 2-101
Short title
Section 2-102
Scope; Certain Security and other Transactions Excluded from this Article
Section 2-103
Definitions and Index of Definitions
Section 2-104
Definitions: “Merchant”; “Between Merchants”; “Financing Agency”
Section 2-105
Definitions; Transferability; “Goods”; “Future” Goods; “Lot”; “Commercial Unit”
Section 2-106
Definitions: “Contract”; “Agreement”; “Contract for Sale”; “Sale”; “Present Sale”; “Conforming” to Contract; “Termination”; “Cancellation”
Section 2-107
Goods to be Severed from Realty; Recording
Section 2-201
Formal Requirements: Statute of Frauds
Section 2-202
Final Written Expression: Parol or Extrinsic Evidence
Section 2-203
Seals Inoperative
Section 2-204
Formation in General
Section 2-205
Firm Offers
Section 2-206
Offer and Acceptance in Formation of Contract
Section 2-207
Additional Terms in Acceptance or Confirmation
Section 2-208
Course of Performance or Practical Construction
Section 2-209
Modification, Rescission and Waiver
Section 2-210
Delegation of Performance; Assignment of Rights
Section 2-301
General Obligations of Parties
Section 2-302
Unconscionable Contract or Clause
Section 2-303
Allocation or Division of Risks
Section 2-304
Price Payable in Money, Goods, Realty, or Otherwise
Section 2-305
Open Price Term
Section 2-306
Output, Requirements and Exclusive Dealings
Section 2-307
Delivery in Single Lot or Several Lots
Section 2-308
Absence of Specified Place for Delivery
Section 2-309
Absence of Specific Time Provisions; Notice of Termination
Section 2-310
Open Time for Payment or Running of Credit; Authority to Ship under Reservation
Section 2-311
Options and Co-operation Respecting Performance
Section 2-312
Warranty of Title and Against Infringement; Buyer’s Obligation Against Infringement
Section 2-313
Express Warranties by Affirmation, Promise, Description, Sample
Section 2-314
Implied Warranty: Merchantability; Usage of Trade
Section 2-315
Implied Warranty; Fitness for Particular Purpose
Section 2-316A
Limitation on Exclusion or Modification of Warranties
Section 2-316
Exclusion or Modification of Warranties
Section 2-317
Cumulation and Conflict of Warranties Express or Implied
Section 2-318
Lack of Privity in Actions Against a Manufacturer, Seller, Lessor or Supplier of Goods
Section 2-319
F.O.B. and F.A.S. Terms
Section 2-320
C.I.F. and C. & F. Terms
Section 2-321
C.I.F. or C. & F.: “Net Landed Weights”; “Payment on Arrival”; Warranty of Condition on Arrival
Section 2-322
Delivery “Ex-Ship”
Section 2-323
Form of Bill of Lading required in Overseas Shipment; “Overseas”
Section 2-324
“No Arrival, No Sale” Term
Section 2-325
“Letter of Credit” Term; “Confirmed Credit”
Section 2-326
Sale on Approval and Sale or Return; Rights of Creditors
Section 2-327
Special Incidents of Sale on Approval and Sale or Return
Section 2-328
Sale by Auction
Section 2-401
Passing of Title; Reservation for Security; Limited Application of this Section
Section 2-402
Rights of Seller’s Creditors against Sold Goods
Section 2-403
Power to Transfer; Good Faith Purchase of Goods; “Entrusting”
Section 2-501
Insurable Interest in Goods; Manner of Identification of Goods
Section 2-502
Buyer’s Right to Goods on Seller’s Repudiation, Failure to Deliver, or Insolvency
Section 2-503
Manner of Seller’s Tender of Delivery
Section 2-504
Shipment by Seller
Section 2-505
Seller’s Shipment under Reservation
Section 2-506
Rights of Financing Agency
Section 2-507
Effect of Seller’s Tender; Delivery on Condition
Section 2-508
Cure by Seller of Improper Tender or Delivery; Replacement
Section 2-509
Risk of Loss in the Absence of Breach
Section 2-510
Effect of Breach on Risk of Loss
Section 2-511
Tender of Payment by Buyer; Payment by Check
Section 2-512
Payment by Buyer before Inspection
Section 2-513
Buyer’s Right to Inspection of Goods
Section 2-514
When Documents Deliverable on Acceptance; When on Payment
Section 2-515
Preserving Evidence of Goods in Dispute
Section 2-601
Buyer’s Rights on Improper Delivery
Section 2-602
Manner and Effect of Rightful Rejection
Section 2-603
Merchant Buyer’s Duties as to Rightfully Rejected Goods
Section 2-604
Buyer’s Options as to Salvage of Rightfully Rejected Goods
Section 2-605
Waiver of Buyer’s Objections by Failure to Particularize
Section 2-606
What Constitutes Acceptance of Goods
Section 2-607
Effect of Acceptance; Notice of Breach; Burden of Establishing Breach after Acceptance; Notice of Claim or Litigation to Person Answerable Over
Section 2-608
Revocation of Acceptance in Whole or in Part
Section 2-609
Right to Adequate Assurance of Performance
Section 2-610
Anticipatory Repudiation
Section 2-611
Retraction of Anticipatory Repudiation
Section 2-612
“Installment Contract”; Breach
Section 2-613
Casualty to Identified Goods
Section 2-614
Substituted Performance
Section 2-615
Excuse by Failure of Presupposed Conditions
Section 2-616
Procedure on Notice Claiming Excuse
Section 2-701
Remedies for Breach of Collateral Contracts Not Impaired
Section 2-702
Seller’s Remedies on Discovery of Buyer’s Insolvency
Section 2-703
Seller’s Remedies in General
Section 2-704
Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods
Section 2-705
Seller’s Stoppage of Delivery in Transit or Otherwise
Section 2-706
Seller’s Resale Including Contract for Resale
Section 2-707
“Person in the Position of a Seller”
Section 2-708
Seller’s Damages for Non-acceptance or Repudiation
Section 2-709
Action for the Price
Section 2-710
Seller’s Incidental Damages
Section 2-711
Buyer’s Remedies in General; Buyer’s Security Interest in Rejected Goods
Section 2-712
“Cover”; Buyer’s Procurement of Substitute Goods
Section 2-713
Buyer’s Damages for Non-Delivery or Repudiation
Section 2-714
Buyer’s Damages for Breach in Regard to Accepted Goods
Section 2-715
Buyer’s Incidental and Consequential Damages
Section 2-716
Buyer’s Right to Specific Performance or Replevin
Section 2-717
Deduction of Damages from Price
Section 2-718
Liquidation or Limitation of Damages; Deposits
Section 2-719
Contractual Modification or Limitation of Remedy
Section 2-720
Effect of “Cancellation” or “Rescission” on Claims for Antecedent Breach
Section 2-721
Remedies for Fraud
Section 2-722
Who Can Sue Third Parties for Injury to Goods
Section 2-723
Proof of Market Price: Time and Place
Section 2-724
Admissibility of Market Quotations
Section 2-725
Statute of Limitations in Contracts For Sale
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