Commerce and Trade


Uniform Commercial Code

ARTICLE 2. Sales

Part 1

Short Title, General Construction and Subject Matter

§ 2-101. Short title.

This Article shall be known and may be cited as Uniform Commercial Code — Sales.

5A Del. C. 1953, §§  2-101;  55 Del. Laws, c. 349.

§ 2-102. Scope; certain security and other transactions excluded from this article.

(1) Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2).

(2) In a hybrid transaction:

(a) If the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.

(b) If the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.

(3) This Article does not:

(a) apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or

(b) impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.

5A Del. C. 1953, §§  2-102;  55 Del. Laws, c. 34984 Del. Laws, c. 174, § 5

§ 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(b) [Repealed.]

(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 § 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.

5A Del. C. 1953, §§  2-103;  55 Del. Laws, c. 34972 Del. Laws, c. 401, §  674 Del. Laws, c. 332, §§  2, 3

§ 2-104. Definitions: “merchant”; “between merchants”; “financing agency.”

(1) “Merchant” means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself 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 or her employment of an agent or broker or other intermediary who by his occupation holds himself or herself 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 (§ 2-707).

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

5A Del. C. 1953, §§  2-104;  55 Del. Laws, c. 34970 Del. Laws, c. 186, §  174 Del. Laws, c. 332, §  4

§ 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.

5A Del. C. 1953, §§  2-105;  55 Del. Laws, c. 349.

§ 2-106. Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction”.

(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.

(5) “Hybrid transaction” means a single transaction involving a sale of goods and:

(a) the provision of services;

(b) a lease of other goods; or

(c) a sale, lease, or license of property other than goods.

5A Del. C. 1953, §§  2-106;  55 Del. Laws, c. 34984 Del. Laws, c. 174, § 6

§ 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.

5A Del. C. 1953, §§  2-107;  55 Del. Laws, c. 34964 Del. Laws, c. 152, §  3