UCC Article 1 & 2

Explains the purpose..(1) This act shall be liberally construed and applied to promote its underlying purposes and policies(2) Underlying purposes and policies of this Act are: (a) to simplify, clarify, and modernize the law governing commercial transaction; (b) to permit the continued expansion of commercial practices through custom, usage and agreement of the parties; (c) to make uniform the law among the various jurisdictions

The principles of law and equity, including the law merchant and the law relative to capacity to contract, principle and agent, estoppel, fraud, misrepresentation, duress, coersion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions

(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 by 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

This Article applies to transaction 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 only to operate as a security transaction nor does this article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers

(for a merchant) means they must be:1) honest in fact (subjective standard - look at the state of mind of the merchant)2) observe reasonable commercial standards of fair dealing in trade (objective standard - look at extant commercial practices

"Goods" means all things (including specifically manufactured goods) which are movable at the time of identification to the K 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.

(1) A K for the 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 K(2) An agreement sufficient to constitute a K 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 K for sale does not fail to for indefiniteness if the parties have intended to makes a K and there is a reasonably certain basis for giving an appropriate remedy

An offer by a MERCHANT to buy or sell goods IN A SIGNED RECORD that 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 times, BUT in NO EVENT may the period of irrevocability exceed three months. Any such terms of assurance in a form supplied by the offeree must be SEPARATELY signed by the offeror.

(1) Unless other wise unambiguously indicated by the language or circumstances: (a) an offer to make a K 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 gods for prompt or current shipment shall be construed as inviting acceptance either by prompt promise to ship OR by the prompt or current shipment of conforming OR NONCONFORMING goods, BUT the shipment of nonconforming goods is not an acceptance if the seller SEASONABLY notifies the buyer that the shipment is offered only as an accommodation to the buyer(2) If the beginning of a requested performance is a reasonable mode of acceptance, and offeror that is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance(3) A definite and seasonable expression of acceptance in a record operates as an acceptance even if it contains terms additional to or different from the other

(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 K. BETWEEN MERCHANTS such terms become part of the K UNLESS: (a) the offer expressly limits acceptance to the terms of the offer; (b) the materially alter it; (c) notification of objection to them has already been given or is given within a reasonable time after notice of them is reciveved
(3) Conduct by both parties which recognizes the existence of a K is sufficient to establish a K for sale although the writings of the parties do not otherwise establish a K. In such case the terms of the particular K consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporate under any other provisions of this Act.

Where the seller is required or authorized to send the goods to the buyer and the K does not require him to deliver them at a particular destination, then UNLESS OTHERWISE AGREED must:(a) put the goods in the possession of such a carrier and make such a K for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and(b) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; AND(c) promptly notify the buyer of the shipment
Failure to notify the buyer under (c) or to make a proper K under (a) is a ground for rejection only if material delay or loss ensues

Non-merchant must only be honest in fact with respect to the transaction

Agreement modifying a contract within this article needs NO consideration to be binding

(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 contact for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized broker.
(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 no 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 (1) but which is valid in other respects in 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.

Person that deals in the kind or otherwise holds itself out by occupation as having knowledge or skill peculiar to the practices or goods involved in the transactions