Article 2 - Sales
(810 ILCS 5/Art. 2 heading) ARTICLE 2 SALES
(810 ILCS 5/Art. 2 Pt. 1 heading) PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER
(810 ILCS 5/2‑101) (from Ch. 26, par. 2‑101)
Sec. 2‑101. Short title.
This Article shall be known and may be cited as Uniform Commercial Code‑‑Sales.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑102) (from Ch. 26, par. 2‑102)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑103) (from Ch. 26, par. 2‑103)
Sec. 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) "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
(c) "Receipt" of goods means taking physical possession of them.
(d) "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 2‑‑606.
"Banker's credit". Section 2‑‑325.
"Between merchants". Section 2‑‑104.
"Cancellation". Section 2‑‑106(4).
"Commercial unit". Section 2‑‑105.
"Confirmed credit". Section 2‑‑325.
"Conforming to contract". Section 2‑‑106.
"Contract for sale". Section 2‑‑106.
"Cover". Section 2‑‑712.
"Entrusting". Section 2‑‑403.
"Financing agency". Section 2‑‑104.
"Future goods". Section 2‑‑105.
"Goods". Section 2‑‑105.
"Identification". Section 2‑‑501.
"Installment contract". Section 2‑‑612.
"Letter of Credit". Section 2‑‑325.
"Lot". Section 2‑‑105.
"Merchant". Section 2‑‑104.
"Overseas". Section 2‑‑323.
"Person in position of seller". Section 2‑‑707.
"Present sale". Section 2‑‑106.
"Sale". Section 2‑‑106.
"Sale on approval". Section 2‑‑326.
"Sale or return". Section 2‑‑326.
"Termination". Section 2‑‑106.
(3) "Control" as provided in Section 7‑106 and the following definitions in other Articles apply to this Article:
"Check". Section 3‑‑104.
"Consignee". Section 7‑‑102.
"Consignor". Section 7‑‑102.
"Consumer goods". Section 9‑102.
"Dishonor". Section 3‑502.
"Draft". Section 3‑‑104.
(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
(Source: P.A. 95‑895, eff. 1‑1‑09.)
(810 ILCS 5/2‑104) (from Ch. 26, par. 2‑104)
Sec. 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 (Section 2‑‑707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
(Source: P.A. 95‑895, eff. 1‑1‑09.)
(810 ILCS 5/2‑105) (from Ch. 26, par. 2‑105)
Sec. 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 (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 the section on goods to be severed from realty (Section 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 of 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑106) (from Ch. 26, par. 2‑106)
Sec. 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 (Section 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.
(Source: Laws 1961, 1st SS., p. 7.) |
(810 ILCS 5/2‑107) (from Ch. 26, par. 2‑107)
Sec. 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.
(Source: P. A. 77‑2810.) |
(810 ILCS 5/Art. 2 Pt. 2 heading) PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT
(810 ILCS 5/2‑201) (from Ch. 26, par. 2‑201)
Sec. 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 $500 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 10 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 (Section 2‑‑606).
(Source: Laws 1961, 1st SS., p. 7.) |
(810 ILCS 5/2‑202) (from Ch. 26, par. 2‑202)
Sec. 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 (Section 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. | |
(Source: P.A. 95‑895, eff. 1‑1‑09.) |
(810 ILCS 5/2‑203) (from Ch. 26, par. 2‑203)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑204) (from Ch. 26, par. 2‑204)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑205) (from Ch. 26, par. 2‑205)
Sec. 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 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
(Source: Laws 1961, 1st SS., p. 7.) |
(810 ILCS 5/2‑206) (from Ch. 26, par. 2‑206)
Sec. 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 non‑conforming goods, but such a shipment of non‑conforming 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑207) (from Ch. 26, par. 2‑207)
Sec. 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 Act.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑208) (from Ch. 26, par. 2‑208)
Sec. 2‑208. (Blank).
(Source: P.A. 95‑895, eff. 1‑1‑09.)
(810 ILCS 5/2‑209) (from Ch. 26, par. 2‑209)
Sec. 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 the statute of frauds section of this Article (Section 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.
(Source: Laws 1961, 1st SS., p. 7.) |
(810 ILCS 5/2‑210) (from Ch. 26, par. 2‑210)
Sec. 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 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 with 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 (Section 2‑‑609).
(Source: P.A. 91‑893, eff. 7‑1‑01.) |
(810 ILCS 5/Art. 2 Pt. 3 heading) PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT
(810 ILCS 5/2‑301) (from Ch. 26, par. 2‑301)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑302) (from Ch. 26, par. 2‑302)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑303) (from Ch. 26, par. 2‑303)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑304) (from Ch. 26, par. 2‑304)
Sec. 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.
(Source: Laws 1961, p. 2101.) |
(810 ILCS 5/2‑305) (from Ch. 26, par. 2‑305)
Sec. 2‑305. <
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