Fritz: All Fritz/All Fritz.zip/All Fritz/FILES/LEGAEGAL/LEGAL3.LZH/LHARC3.EXE/UCC2.STA

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672.101   Short  title.  - Chapter 672 shall be known and may  be
cited as the "Uniform Commercial Code-Sales."

672.102   Scope; certain security and other transactions excluded
from this chapter.  - Unless the context otherwise requires, this
chapter 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 chapter impair or repeal any
statute regulating sales to consumers, farmers or other specified
classes of buyers.

672.103   Definitions and index of definitions. -
(1) In this chapter 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 chapter,  or to specified
parts thereof, and the sections in which they appear are:
"Acceptance," s. 672.606.
"Banker's credit," s. 672.325.
"Between merchants," s. 672.104.
"Cancellation," s.672.106(4).
"Commercial unit," s. 672.105.
"Confirmed credit," s. 672.325.
"Conforming to contract," s. 672.106.
"Contract for sale," s. 672.106.
"Cover," s. 672.712
"Entrusting," s. 672.403
"Financing agency," s. 672.1056
"Future goods," s. 672.105.
"Goods," s. 672.105.
"Identification," s. 672.501
"Installment contract," s. 672.612
"Letter of credit," s. 672.325
"Lot," s. 672.105.
"Merchant," s. 672.104.
"Overseas," s. 672.323.
"Person in position of seller," s. 672.707.
"Present sale," s. 672.106.
"Sale," s. 672.106.
"Sale on approval," s. 672.326.
"Sale or return," s. 672.326.
"Termination," s. 672.106.
(3) The following definitions in other chapters apply to this
chapter:
"Check," s.673.104.
"Consignee," s. 677.102
"Consignor," s. 677.102.
"Consumer goods," s. 679.109.
"Dishonor," s. 673.507
"Draft," s. 673.104
(4)  In  addition  chapter 671 contains general  definitions  and
principles   of   construction  and   interpretation   applicable
throughout this chapter.

672.104     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 unordinary 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 the draft.  "Financing
agency" includes also a banker other person who similarly
intervenes between persons who are in the position of seller and
buyer in respect to the goods (s.672.707).
(3) "Between merchants" means in any transaction with respect to
which both parties are chargeable with the knowledge or skill of
merchants.

672.105   Definitions:  transferability; "goods"; "future" goods;
"lot"; "commercial unit." -
(1)  "Goods"  means all things (included  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  (chapter 678)  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 (s.
672.107).
(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  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.

672.106    Definition:  "contract";  "agreement";  "contract  for
sale";   "sale";   "present  sale";   "conforming"  to  contract;
"termination"; "cancellation." -
(1)  In  this  chapter  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 (s.  672.401).   A "present sale"
means a sale which is accomplished.
(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 canceling party also
retains any remedy for breach of the whole contract or any
unperformed balance.

672.107   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 chapter if
they are to be severed by the seller, nut 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  chapter 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.
672.201   Formal requirements; statute of frauds.-
(1)  Except as otherwise provided in this section a contract  for
the  sale  of  goods  for the price of $500.00  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  is
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 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.

672.202   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 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:
(1) By course of dealing or usage of trade (s. 671.205) or by
course of performance (s. 672.208); and
(2) 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.

672.203   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.

672.204   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 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.

672.205   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.

672.206   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
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.

627.207   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 n 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 code.

672.208   Course of performance or practical construction.-
(1) Where the contract for sale involves repeated occasions for
performance by either party with knowledge of the nature of the
performance and opportunity for objection to it by the other, any
course of performance accepted or acquiesced in without objection
shall be relevant to determine the meaning of the agreement.
(2) the express terms of the agreement and any such course of
performance, as well as any course of dealing and usage of trade,
shall be construed whenever reasonable as consistent with
each other; nut when such construction is unreasonable, express
terms shall control course of performance and course of
performance shall control both course of dealing and usage of
trade. (s. 671.205).
(3) Subject to the provisions of the next section on modification
and waiver, such course of performance shall be relevant to show
a waiver or modification of any term inconsistent with such
course of performance.

672.209  Modification, recission, and waiver.-
(1) An agreement modifying a contract within this chapter 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
chapter (s.672.201) 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.

672.210   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) 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 the burden or risk imposed on him buy 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) 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.
(4) 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.
(5) 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