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Commercial Code - COM - COM § 2209
Commercial Code - COM - COM § 2209
(1) An agreement modifying a contract within this division needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between mer
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Commercial Code - COM - COM § 2210
Commercial Code - COM - COM § 2210
(1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party del
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Commercial Code - COM - COM § 2301
Commercial Code - COM - COM § 2301
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.
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Commercial Code - COM - COM § 2303
Commercial Code - COM - COM § 2303
Where this division 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.
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Commercial Code - COM - COM § 2304
Commercial Code - COM - COM § 2304
(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 selle
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Commercial Code - COM - COM § 2305
Commercial Code - COM - COM § 2305
(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if (a) Nothing is said as to price; or (b) The price is left to be agreed by the parties and they fail
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Commercial Code - COM - COM § 2306
Commercial Code - COM - COM § 2306
(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 esti
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Commercial Code - COM - COM § 2307
Commercial Code - COM - COM § 2307
Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be de
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Commercial Code - COM - COM § 2308
Commercial Code - COM - COM § 2308
Unless otherwise agreed (a) The place for delivery of goods is the seller’s place of business or if he has none his residence; but (b) In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place i
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Commercial Code - COM - COM § 2309
Commercial Code - COM - COM § 2309
(1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but u
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Commercial Code - COM - COM § 2310
Commercial Code - COM - COM § 2310
Unless otherwise agreed: (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and (b) If the seller is authorized to send the goods he may ship them under reservation, and may tender the do
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Commercial Code - COM - COM § 2311
Commercial Code - COM - COM § 2311
(1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith
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Commercial Code - COM - COM § 2312
Commercial Code - COM - COM § 2312
(1) Subject to subdivision (2) there is in a contract for sale a warranty by the seller that (a) The title conveyed shall be good, and its transfer rightful; and (b) The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at th
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Commercial Code - COM - COM § 2313
Commercial Code - COM - COM § 2313
(1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation
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Commercial Code - COM - COM § 2314
Commercial Code - COM - COM § 2314
(1) Unless excluded or modified (Section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either
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Commercial Code - COM - COM § 2315
Commercial Code - COM - COM § 2315
Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section
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Commercial Code - COM - COM § 2316
Commercial Code - COM - COM § 2316
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this division on parol or extrinsic evidence (Secti
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Commercial Code - COM - COM § 2317
Commercial Code - COM - COM § 2317
Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply: (a
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Commercial Code - COM - COM § 2319
Commercial Code - COM - COM § 2319
(1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which (a) When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in
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Commercial Code - COM - COM § 2320
Commercial Code - COM - COM § 2320
(1) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination. (2) Unless otherwise agreed and even
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Commercial Code - COM - COM § 2321
Commercial Code - COM - COM § 2321
Under a contract containing a term C.I.F. or C. & F. (1) Where the price is based on or is to be adjusted according to “net landed weights,” “delivered weights,” “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The
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Commercial Code - COM - COM § 2322
Commercial Code - COM - COM § 2322
(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of t
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Commercial Code - COM - COM § 2323
Commercial Code - COM - COM § 2323
(1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., r
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Commercial Code - COM - COM § 2324
Commercial Code - COM - COM § 2324
Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed, (a) The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the
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Commercial Code - COM - COM § 2325
Commercial Code - COM - COM § 2325
(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable noti