Chapter 72 - Sales
- 72.1010 Short title.
This chapter may be cited as Uniform Commercial Code–Sales. [1961 c.726 §72.1010]
- 72.1020 Scope; certain security and other transactions excluded from chapter.
Unless the context otherwise requires, this chapter applies to transactions in goods; they do not apply to any transaction which although in the form of...
- 72.1030 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...
- 72.1040 Definitions: “merchant”; “financing agency”; “between merchants.”
(1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the...
- 72.1050 Definitions: “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...
- 72.1060 Definitions: “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....
- 72.1070 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...
- 72.2010 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 or more is not enforceable...
- 72.2020 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 a writing intended by the parties...
- 72.2030 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...
- 72.2040 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...
- 72.2050 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...
- 72.2060 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...
- 72.2070 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 an acceptance even though...
- 72.2080 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...
- 72.2090 Modification, rescission 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...
- 72.2100 Delegation of performance; assignment of rights.
(1) A party may perform the duty of the party through a delegate unless otherwise agreed or unless the other party has a substantial interest...
- 72.3010 General obligations of parties.
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....
- 72.3020 Unconscionable contract or clause.
(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time...
- 72.3030 Allocation or division of risks.
Where this chapter allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but...
- 72.3040 Price payable in money, goods, realty or otherwise.
(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...
- 72.3050 Open price term.
(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...
- 72.3060 Output, requirements and exclusive dealings.
(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...
- 72.3070 Delivery in single lot or several lots.
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...
- 72.3080 Absence of specified place for delivery.
Unless otherwise agreed: (1) The place for delivery of goods is the seller’s place of business or if the seller has none the residence of...
- 72.3090 Absence of specific time provisions; notice of termination.
(1) The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be...
- 72.3100 Open time for payment or running of credit; authority to ship under reservation.
Unless otherwise agreed: (1) Payment is due at the time and place at which the buyer is to receive the goods even though the place...
- 72.3110 Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite to be a contract within ORS 72.2040 (3) is not made invalid by the fact...
- 72.3120 Warranty of title and against infringement; buyer’s obligation against infringement.
(1) Subject to subsection (2) of this section there is in a contract for sale a warranty by the seller that: (a) The title conveyed...
- 72.3130 Express warranties by affirmation, promise, description, sample.
(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...
- 72.3140 Implied warranty: merchantability; usage of trade.
(1) Unless excluded or modified as provided in ORS 72.3160, a warranty that the goods shall be merchantable is implied in a contract for their...
- 72.3150 Implied warranty: fitness for particular purpose.
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...
- 72.3160 Exclusion or modification of warranties; livestock warranty.
(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...
- 72.3170 Cumulation and conflict of warranties express or implied.
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...
- 72.3180 Third party beneficiaries of warranties express or implied.
A seller’s warranty whether express or implied extends to any natural person who is in the family or household of the buyer or who is...
- 72.3190 F.O.B. and F.A.S. terms.
(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...
- 72.3200 C.I.F. and C. and F. terms.
(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...
- 72.3210 C.I.F. or C. and F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival.
Under a contract containing a term C.I.F. or C. and F.: (1) Where the price is based on or is to be adjusted according to...
- 72.3220 Delivery “ex-ship.”
(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...
- 72.3230 Form of bill of lading required in overseas shipment; “overseas.”
(1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. and F. or F.O.B. vessel, the seller unless otherwise agreed must...
- 72.3240 “No arrival, no sale” term.
Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed: (1) The seller must properly ship conforming goods and if...
- 72.3250 “Letter of credit” term; “confirmed credit.”
(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...
- 72.3260 Sale on approval and sale or return; rights of creditors.
(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: (a) A...
- 72.3270 Special incidents of sale on approval and sale or return.
(1) Under a sale on approval unless otherwise agreed: (a) Although the goods are identified to the contract the risk of loss and the title...
- 72.3280 Sale by auction.
(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) A sale...
- 72.4005 Definitions for ORS 72.4010 and 72.4030.
As used in ORS 72.4010 and 72.4030, “draft,” “check,” “certificate of deposit” and “note” have the meaning for those terms provided in ORS 73.0104. [1973...
- 72.4010 Passing of title; reservation for security; limited application of ORS 72.4010.
Each provision of this chapter with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective...
- 72.4020 Rights of seller’s creditors against sold goods.
(1) Except as provided in subsections (2) and (3) of this section, rights of unsecured creditors of the seller with respect to goods which have...
- 72.4030 Power to transfer; good faith purchase of goods; “entrusting.”
(1) A purchaser of goods acquires all title which the transferor had or had power to transfer except that a purchaser of a limited interest...
- 72.5010 Insurable interest in goods; manner of identification of goods.
(1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers...
- 72.5020 Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency.
(1) Subject to subsections (2) and (3) of this section and even though the goods have not been shipped, a buyer who has paid a...
- 72.5030 Manner of seller’s tender of delivery.
(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary...
- 72.5040 Shipment by seller.
Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them...
- 72.5050 Seller’s shipment under reservation.
(1) Where the seller has identified goods to the contract by or before shipment: (a) The procurement by the seller of a negotiable bill of...
- 72.5060 Rights of financing agency.
(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the...
- 72.5070 Effect of seller’s tender; delivery on condition.
(1) Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to the duty of the buyer...
- 72.5080 Cure by seller of improper tender or delivery; replacement.
(1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may...
- 72.5090 Risk of loss in the absence of breach.
(1) Where the contract requires or authorizes the seller to ship the goods by carrier: (a) If it does not require the seller to deliver...
- 72.5100 Effect of breach on risk of loss.
(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of...
- 72.5110 Tender of payment by buyer; payment by check.
(1) Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery. (2) Tender of payment is...
- 72.5120 Payment by buyer before inspection.
(1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: (a) The nonconformity...
- 72.5130 Buyer’s right to inspection of goods.
(1) Unless otherwise agreed and subject to subsection (3) of this section, where goods are tendered or delivered or identified to the contract for sale,...
- 72.5140 When documents deliverable on acceptance; when on payment.
Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is...
- 72.5150 Preserving evidence of goods in dispute.
In furtherance of the adjustment of any claim or dispute: (1) Either party on reasonable notification to the other and for the purpose of ascertaining...
- 72.6010 Buyer’s rights on improper delivery.
Subject to the provisions of ORS 72.6120 on breach in installment contracts and unless otherwise agreed under ORS 72.7180 and 72.7190 on contractual limitations of...
- 72.6020 Manner and effect of rightful rejection.
(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller....
- 72.6030 Merchant buyer’s duties as to rightfully rejected goods.
(1) Subject to any security interest in the buyer as provided in ORS 72.7110 (3), when the seller has no agent or place of business...
- 72.6040 Buyer’s options as to salvage of rightfully rejected goods.
Subject to the provisions of ORS 72.6030 on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer...
- 72.6050 Waiver of buyer’s objections by failure to particularize.
(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on...
- 72.6060 What constitutes acceptance of goods.
(1) Acceptance of goods occurs when the buyer: (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are...
- 72.6070 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
(1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods...
- 72.6080 Revocation of acceptance in whole or in part.
(1) The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has...
- 72.6090 Right to adequate assurance of performance.
(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable...
- 72.6100 Anticipatory repudiation.
When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the...
- 72.6110 Retraction of anticipatory repudiation.
(1) Until the repudiating party’s next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled...
- 72.6120 “Installment contract”; breach.
(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract...
- 72.6130 Casualty to identified goods.
Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before...
- 72.6140 Substituted performance.
(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the...
- 72.6150 Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (1) Delay in delivery...
- 72.6160 Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under ORS 72.6150 the buyer may by written notification...
- 72.7010 Remedies for breach of collateral contracts not impaired.
Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter....
- 72.7020 Seller’s remedies on discovery of buyer’s insolvency.
(1) Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered...
- 72.7030 Seller’s remedies in general.
Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect...
- 72.7040 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
(1) An aggrieved seller under ORS 72.7030 may: (a) Identify to the contract conforming goods not already identified if at the time the aggrieved seller...
- 72.7050 Seller’s stoppage of delivery in transit or otherwise.
(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be...
- 72.7060 Seller’s resale including contract for resale.
(1) Under the conditions stated in ORS 72.7030 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the...
- 72.7070 “Person in the position of a seller.”
(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price...
- 72.7080 Seller’s damages for nonacceptance or repudiation.
(1) Subject to subsection (2) of this section and to the provisions of ORS 72.7230 with respect to proof of market price, the measure of...
- 72.7090 Action for the price.
(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under ORS 72.7100,...
- 72.7100 Seller’s incidental damages.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of...
- 72.7110 Buyer’s remedies in general; buyer’s security interest in rejected goods.
(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods...
- 72.7120 “Cover”; buyer’s procurement of substitute goods.
(1) After a breach within ORS 72.7110 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or...
- 72.7130 Buyer’s damages for nondelivery or repudiation.
(1) Subject to the provisions of ORS 72.7230 with respect to proof of market price, the measure of damages for nondelivery or repudiation by the...
- 72.7140 Buyer’s damages for breach in regard to accepted goods.
(1) Where the buyer has accepted goods and given notification as provided in ORS 72.6070 (3) the buyer may recover as damages for any nonconformity...
- 72.7150 Buyer’s incidental and consequential damages.
(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any...
- 72.7160 Buyer’s right to specific performance or replevin.
(1) A judgment requiring specific performance may be entered if the goods are unique or in other proper circumstances. (2) The judgment for specific performance...
- 72.7170 Deduction of damages from the price.
The buyer on notifying the seller of the intention of the buyer to do so may deduct all or any part of the damages resulting...
- 72.7180 Liquidation or limitation of damages; deposits.
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of...
- 72.7190 Contractual modification or limitation of remedy.
(1) Subject to the provisions of subsections (2) and (3) of this section and of ORS 72.7180 on liquidation and limitation of damages: (a) The...
- 72.7200 Effect of “cancellation” or “rescission” on claims for antecedent breach.
Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or...
- 72.7210 Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the...
- 72.7220 Who can sue third parties for injury to goods.
Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party...
- 72.7230 Proof of market price: time and place.
(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods,...
- 72.7240 Admissibility of market quotations.
Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications...
- 72.7250 Statute of limitations in contracts for sale.
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the...
- 72.8010 Definitions for ORS 72.8010 to 72.8200.
As used in ORS 72.8010 to 72.8200, unless the context requires otherwise: (1) “Consumer good” means a new consumer good as defined in ORS 79.0102...
- 72.8020 Manufacturer’s implied warranty of merchantability.
Except if the manufacturer disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, the manufacturer of a consumer good to be sold...
- 72.8030 Manufacturer’s implied warranty of fitness.
Except if the manufacturer disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, on every sale or consignment for sale of a...
- 72.8040 Retailer’s or distributor’s implied warranty of fitness.
Except if the retailer or distributor disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, on every sale or consignment for sale...
- 72.8050 Disclaimer of implied warranty of merchantability or implied warranty of fitness; manner and effect.
(1) Except with respect to sale of a consumer good by means of a mail-order catalog, on sale of a consumer good on an “as...
- 72.8060 Express warranty.
(1) A written statement arising out of a sale to the consumer of a consumer good pursuant to which statement the manufacturer, distributor or retailer...
- 72.8070 Right to make express warranty; effect of express warranty upon disclaimer; duration of implied warranty of merchantability or implied warranty of fitness.
(1) Nothing in ORS 72.8010 to 72.8200 affects the right of a manufacturer, distributor or retailer to make an express warranty with respect to a...
- 72.8090 Form of express warranty; designation of service and repair facilities.
(1) Each manufacturer, distributor or retailer who makes an express warranty with respect to a consumer good shall set the warranty forth fully in readily...
- 72.8100 Manufacturer’s service and repair; facilities within state; nonconforming good; inability to service; buyer’s delivery or notice of nonconforming good.
(1) Each manufacturer of a consumer good sold in this state and for which the manufacturer has made an express warranty shall: (a) Maintain or...
- 72.8110 Retailer’s service and repair of nonconforming good in absence of manufacturer’s service and repair facilities within state; buyer’s delivery or notice of nonconforming good.
(1) If the manufacturer who makes an express warranty does not provide service and repair facilities within this state pursuant to ORS 72.8100, the buyer...
- 72.8120 Time for commencement of service and repair; effect of delay; tender of conforming goods.
Where an option is exercised in favor of service and repair under ORS 72.8110, said service and repair must be commenced within a reasonable time,...
- 72.8130 Liability to retailer of manufacturer not maintaining service and repair facility within state.
Each manufacturer who, with respect to a consumer good sold within this state, makes an express warranty but does not provide a service or repair...
- 72.8140 Unauthorized or unreasonable use after sale.
ORS 72.8010 to 72.8200 do not apply to any defect or nonconformity in a consumer good caused by the unauthorized or unreasonable use of the...
- 72.8150 Service contract in addition to or in lieu of express warranty.
Nothing in ORS 72.8010 to 72.8200 prevents the sale of a service contract to the buyer in addition to or in lieu of an express...
- 72.8160 Express warranty in addition to implied warranties.
Nothing in ORS 72.8010 to 72.8200 prevents a person from making an express warranty that is in addition to implied warranties prescribed by ORS 72.8010...
- 72.8170 Authority of manufacturer who makes express warranty to suggest methods of effectuating service and repair.
ORS 72.8010 to 72.8200 do not prohibit a manufacturer who makes an express warranty from suggesting methods of effectuating service and repair, in accordance with...
- 72.8180 Buyer’s waiver of ORS 72.8010 to 72.8200.
Waiver of the provisions of ORS 72.8010 to 72.8200 by a buyer of consumer goods is void except where such a waiver is expressly allowed...
- 72.8190 Status of remedies under ORS 72.8010 to 72.8200; effect of unconstitutionality.
The remedies provided by ORS 72.8010 to 72.8200 are cumulative and shall not be construed as restricting any remedy otherwise available including the remedies provided...
- 72.8200 Operative dates.
ORS 72.8010 to 72.8200 apply to a consumer good sold on or after January 1, 1974. However, ORS 72.8020, 72.8030, 72.8040 and 72.8090 only apply...
