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Definition
| means a person that buys or contracts to buy goods. |
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Term
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Definition
with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. A term in an electronic record intended to evoke a response by an electronic agent is conspicuous if it is presented in a form that would enable a reasonably configured electronic agent to take it into account or react to it without review of the record by an individual. Whether a term is "conspicuous" or not is a decision for the court. Conspicuous terms include the following:
(i) for a person:
(A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and
(B) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language; and
(ii) for a person or an electronic agent, a term that is so placed in a record or display that the person or electronic agent may not proceed without taking action with respect to the particular term. |
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Term
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Definition
| means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes. |
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| means a contract between a merchant seller and a consumer. |
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| means the voluntary transfer of physical possession or control of goods. |
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| means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. |
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Definition
| means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual. |
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Definition
| means a record created, generated, sent, communicated, received, or stored by electronic means. |
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Term
| Foreign exchange transaction |
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Definition
| means a transaction in which one party agrees to deliver a quantity of a specified money or unit of account in consideration of the other party's agreement to deliver another quantity of a different money or unit of account either currently or at a future date, and in which delivery is to be through funds transfer, book entry accounting, or other form of payment order, or other agreed means to transfer a credit balance. The term includes a transaction of this type involving two or more moneys and spot, forward, option, or other products derived from underlying moneys and any combination of these transactions. The term does not include a transaction involving two or more moneys in which one or both of the parties is obligated to make physical delivery, at the time of contracting or in the future, of banknotes, coins, or other form of legal tender or specie. |
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Term
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Definition
means honesty in fact and the observance of reasonable commercial standards of fair dealing.
Legislative Note: The definition of "good faith" should not be adopted if the jurisdiction has enacted this definition as part of Article 1. |
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Term
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Definition
| means all things that are movable at the time of identification to a contract for sale. The term includes future goods, specially manufactured goods, the unborn young of animals, growing crops, and other identified things attached to realty as described in Section 2-107. The term does not include information, the money in which the price is to be paid, investment securities under Article 8, the subject matter of foreign exchange transactions, or choses in action. |
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Definition
| means taking physical possession of goods. |
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Term
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Definition
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Legislative Note: The definition of "record" should not be adopted if the jurisdiction has enacted revised Article 1. |
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Term
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Definition
| means a promise by the seller to repair or replace goods or to refund all or part of the price of goods upon the happening of a specified event. |
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Term
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Definition
| means a person that sells or contracts to sell goods. |
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Term
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Definition
means, with present intent to authenticate or adopt a record:
(i) to execute or adopt a tangible symbol; or
(ii) to attach to or logically associate with the record an electronic sound, symbol, or process. |
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Term
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Definition
(1) XXXXXX of goods occurs when the buyer
(a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; or
(b) fails to make an effective rejection (subsection (1) of Section 2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.
(2) XXXXXXXXX of a part of any commercial unit is acceptance of that entire unit. |
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Term
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Definition
| means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. |
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Term
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Definition
| 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. |
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Term
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Definition
| 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. |
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Term
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Definition
| when they are in accordance with the obligations under the contract. |
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Term
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Definition
| includes both a present sale of goods and a contract to sell goods at a future time. |
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Term
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Definition
| If the seller wrongfully fails to deliver or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, the buyer may "XXXXX" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. |
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Term
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Definition
includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.
[Note: If a state adopts the repealer of Article 6-Bulk Transfers (Alternative A), subsec. (4) should read as follows:] |
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Term
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Definition
| means a bank, finance company or other person that in the ordinary course of business makes advances against goods or documents of title or that 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. The term includes also a bank or other person that similarly intervenes between persons that are in the position of seller and buyer in respect to the goods (Section 2-707). |
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Definition
| Goods that are not both existing and identified. |
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Term
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Definition
In the absence of explicit agreement XXXXXXXXXXXX occurs
(a) when the contract is made if it is for the sale of goods already existing and identified;
(b) if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;
(c) when the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest reason after contracting whichever is longer. |
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Term
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Definition
| is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent. |
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Term
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Definition
| 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. |
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Term
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Definition
| means a person that deals in goods of the kind or otherwise holds itself out by occupation as having knowledge or skill peculiar to the practices or goods involved in the transaction or to which the knowledge or skill may be attributed by the person's employment of an agent or broker or other intermediary that holds itself out by occupation as having the knowledge or skill. |
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Term
| Person in position of Seller |
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Definition
includes as against a principal an agent that has paid or become responsible for the price of goods on behalf of his principal or anyone that otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A XXXXXXXXXXXXXXXXXXX of a seller has the same remedies as a seller under this Article. |
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Term
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Definition
| means a sale which is accomplished by the making of the contract. |
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Term
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Definition
| consists in the passing of title from the seller to the buyer for a price (Section 2-401). |
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Term
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Definition
| if the goods are delivered primarily for use |
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Term
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Definition
| if the goods are delivered primarily for resale |
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Term
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Definition
| 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. |
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Term
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Definition
| means (i) a draft, other than a documentary draft, payable on demand and drawn on a bank or (ii) a cashier's check or teller's check. An instrument may be a check even though it is described on its face by another term, such as "money order." |
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Term
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Definition
| means a person named in a bill of lading to which or to whose order the bill promises delivery. |
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Term
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Definition
(a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.
(b) A system satisfies subsection (a), and a person is deemed to have control of an electronic document of title, if the document is created, stored, and assigned in such a manner that:
(1) a single authoritative copy of the document exists which is unique, identifiable, and, except as otherwise provided in paragraphs (4), (5), and (6), unalterable;
(2) the authoritative copy identifies the person asserting control as:
(A) the person to which the document was issued; or
(B) if the authoritative copy indicates that the document has been transferred, the person to which the document was most recently transferred;
(3) the authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;
(4) copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;
(5) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) any amendment of the authoritative copy is readily identifiable as authorized or unauthorized. |
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Term
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Definition
| means goods that are used or bought for use primarily for personal, family, or household purposes. |
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Term
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Definition
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Term
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Definition
| An Instrument is a XXXXX if it is an order. |
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