reglab/housing_qa huggingface dataset:
GA Code § 11-2-306 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-306. Output, Requirements, and Exclusive Dealings

  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 or requirements may be tendered or demanded.   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.    (Code 1933, § 109A-2 - 306, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, §§ 288, 289.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:143.   C.J.S.   - 77A C.J.S., Sales, §§ 178, 179.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-306.   ALR.    - Divisibility of contract to furnish material for a specific construction, 2 A.L.R. 687.    Rights and remedies upon cancelation of sales agency, 32 A.L.R. 209; 52 A.L.R. 546; 89 A.L.R. 252.    Duty of principal to fill orders under sales-agency contract, 52 A.L.R. 557.   Restrictive agreements or covenants in respect of purchase or handling of petroleum products by operator of filling station, 26 A.L.R.2d 219.   Construction and effect of contract for sale of commodity to fill buyer's requirements, 26 A.L.R.2d 1099.   Mutuality and enforceability of contract to furnish another with his needs, wants, desires, requirements and the like, of certain commodities, 26 A.L.R.2d 1139.   Requirements contracts under § 2-306(1) of Uniform Commercial Code, 96 A.L.R.3d 1275.   Output contracts under § 2-306(1) of Uniform Commercial Code, 30 A.L.R.4th 396.   Establishment and construction of requirements contracts under § 2-306(1) of Uniform Commercial Code, 94 A.L.R.5th 247.
GA Code § 11-2-307 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-307. 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 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 demanded for each lot.   (Code 1933, § 109A-2 - 307, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, § 535.   C.J.S.   - 77A C.J.S., Sales, §§ 181, 208 et seq.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-307.   ALR.    - Divisibility of contract to furnish material for a specific construction, 2 A.L.R. 687.
GA Code § 11-2-308 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-308. Absence of Specified Place for Delivery

 Unless otherwise agreed:    The place for delivery of goods is the seller's place of business or if he has none his residence; but   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 is the place for their delivery; and   Documents of title may be delivered through customary banking channels.    (Code 1933, § 109A-2 - 308, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 15A Am. Jur. 2d, Commercial Code, § 27 et seq. 67 Am. Jur. 2d, Sales, § 299.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:114.   C.J.S.   - 77A C.J.S., Sales, § 168.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-308.   ALR.    - When instrument deemed payable at a "special place" within the provision of the Uniform Negotiable Instruments Law making ability and willingness to pay at such place equivalent to tender, 24 A.L.R. 1050.    Buyer's duty to give seller instructions to ship where former has not exercised his option under contract to require shipment before time specified, 119 A.L.R. 1495.
GA Code § 11-2-311 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-311. Options and Cooperation Respecting Performance

  An agreement for sale which is otherwise sufficiently definite (subsection (3) of Code Section 11-2-204) 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 and within limits set by commercial reasonableness.   Unless otherwise agreed specifications relating to assortment of goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of Code Section 11-2-319 specifications or arrangements relating to shipment are at the seller's option.   Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:     Is excused for any resulting delay in his own performance; and   May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.    (Code 1933, § 109A-2 - 311, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, § 509.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:126.   C.J.S.   - 77A C.J.S., Sales, §§ 74, 75.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-311.   ALR.    - Means of transportation contemplated by provision relating to "freight rates" in contract, 83 A.L.R. 1306.    Validity and enforceability of agreement by seller to repurchase on buyer's demand as affected by failure to fix time for demand, 88 A.L.R. 842.    Contract of sale which calls for a definite quantity but leaves the quality, grade, or assortment optional with one of the parties as subject to objection of indefiniteness, 106 A.L.R. 1284.    When optionee's delay in exercising option excused, 157 A.L.R. 1311.    Provision of partnership agreement giving one partner option to buy out the other, 160 A.L.R. 523.   Necessity for payment or tender of purchase money within option period in order to exercise option, in absence of specific time requirement for payment, 71 A.L.R.3d 1201.   Construction and effect of options to purchase at specified price and at price offered by third person, included in same instrument, 22 A.L.R.4th 1293.
GA Code § 11-2-320 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-320. c.i.f. and C. & F. Terms

  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.   Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to:     Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and   Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and   Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and   Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and   Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights.    Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.   Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.   (Code 1933, § 109A-2 - 320, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, §§ 553-558.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:135.   C.J.S.   - 77A C.J.S., Sales, §§ 94 et seq., 167.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-320.   ALR.    - What constitutes delivery of goods sold under "C.I.F." contract, 10 A.L.R. 701; 20 A.L.R. 1236.
GA Code § 11-2-321 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-321. c.i.f. or C. & f.: "Net Landed Weights"; "Payment on Arrival"; Warranty of Condition on Arrival

 Under a contract containing a term C.I.F. or C. & F.:    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 payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.   An agreement described in subsection (1) of this Code section or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage, and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.   Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.    (Code 1933, § 109A-2 - 321, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:135.   C.J.S.   - 77A C.J.S., Sales, §§ 185 et seq., 208 et seq., 215.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-321.   ALR.    - What constitutes delivery of goods sold under "c.i.f." contract, 10 A.L.R. 701; 20 A.L.R. 1236.    Resale by buyer where seller has refused to receive the property rejected for breach of warranty, 24 A.L.R. 1445.    Buyer's right to inspect at destination where goods are delivered to carrier, 27 A.L.R. 524.    Warranties and conditions upon sale of seeds, nursery stock, etc., 62 A.L.R. 451; 117 A.L.R. 470; 168 A.L.R. 581.   Provision in bill of lading prohibiting or limiting consignee's right to inspect goods shipped, 25 A.L.R.2d 770.
GA Code § 11-2-322 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-322. Delivery "Ex-ship."

  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 the kind are usually discharged.   Under such a term unless otherwise agreed:     The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and   The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.    (Code 1933, § 109A-2 - 322, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:135.   C.J.S.   - 77A C.J.S., Sales, §§ 94 et seq., 167, 215.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-322.
GA Code § 11-2-324 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-324. "No Arrival, No Sale" Term

 Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed:    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 nonarrival; and   Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (Code Section 11-2-613).    (Code 1933, § 109A-2 - 324, enacted by Ga. L. 1962, p. 156, § 1.)   Law reviews.   - For article, "Impracticability As Risk Allocation: The Effect of Changed Circumstances upon Contract Obligations for the Sale of Goods," see 22 Ga. L. Rev. 503 (1988).   RESEARCH REFERENCES   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:135.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-324.
GA Code § 11-2-325 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-325. "Letter of Credit" Term; "Confirmed credit."

  Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.   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 notification to the buyer require payment directly from him.   Unless otherwise agreed the term "letter of credit" or "banker's credit" in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term "confirmed credit" means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market.    (Code 1933, § 109A-2 - 325, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:135.   C.J.S.   - 77A C.J.S., Sales, § 208.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-325.   ALR.    - Construction or provision for letter of credit in contract of sale, 38 A.L.R. 608.
GA Code § 11-2-327 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-327. Special Incidents of Sale on Approval and Sale or Return

  Under a sale on approval unless otherwise agreed:     Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and   Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and   After due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow any reasonable instructions.    Under a sale or return unless otherwise agreed:   The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and   The return is at the buyer's risk and expense.   (Code 1933, § 109A-2 - 327, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, §§ 465, 467.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:315.   C.J.S.   - 77A C.J.S., Sales, § 214.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-327.   ALR.    - Duty of purchaser of goods "on trial" or "on approval" regarding notice of rejection, 78 A.L.R. 533.    Loss on goods shipped as proratable between carrier's insurer and shipper's insurer, 169 A.L.R. 666.   Duty of consignee as to valuation of goods on reshipment to consignor, 16 A.L.R.2d 866.   Reasonableness or personal judgment of buyer as test where goods are sold subject to being satisfactory to the buyer, 86 A.L.R.2d 200.   Time for return of goods sold on "sale or return" absent specific time provision in contract, 93 A.L.R.2d 342.   Risk of loss of goods in "sale or return" transaction under UCC § 2-327, 66 A.L.R.3d 190.
GA Code § 11-2-328 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 3 - General Obligation and Construction of Contract|§ 11-2-328. Sale by Auction

  In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.   A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. In sales by auction the auctioneer shall be considered agent of both parties so far as to dispense with any further memorandum in writing than his own entries.   Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.   If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.    (Code 1933, § 109A-2 - 328, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 1968, p. 1101, § 1.)   Cross references.   - Regulation of livestock auctions generally, § 4-6-40 et seq.   JUDICIAL DECISIONS   Not applicable to real property sales.    - O.C.G.A. § 11-2-328 applies only to sales of goods as opposed to sales of real property. Cuba v. Resolution Trust Corp., 849 F. Supp. 793 (N.D. Ga. 1994).    Cited in Dublin Livestock & Comm'n Co. v. Day, 178 Ga. App. 50, 341 S.E.2d 913 (1986).   RESEARCH REFERENCES   Am. Jur. 2d.   - 7 Am. Jur. 2d, Auctions and Auctioneers, §§ 18, 26, 30, 34, 38, 40. 30 Am. Jur. 2d, Executions and Enforcement of Judgments, § 495.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:315.   C.J.S.   - 7 C.J.S., Auctions and Auctioneers, §§ 7, 8.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-328.   ALR.    - Modes of making and accepting bids at auctions, 11 A.L.R. 543.    Regulations affecting auctions or auctioneers, 39 A.L.R. 773; 111 A.L.R. 473.   Liability of auctioneer or clerk to buyer as to title, condition, or quality of property sold, 80 A.L.R.2d 1237.   Personal liability of auctioneer to owner or mortgage for conversion, 96 A.L.R.2d 208.   Auction sales under UCC § 2-328, 44 A.L.R.4th 110.
GA Code § 11-2-402 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 4 - Title, Creditors, and Good Faith Purchasers|§ 11-2-402. Rights of Seller's Creditors Against Sold Goods

  Except as provided in subsections (2) and (3) of this Code section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article (Code Sections 11-2-502 and 11-2-716).   A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.   Nothing in this article shall be deemed to impair the rights of creditors of the seller:     Under the provisions of the article on secured transactions (Article 9 of this title); or   Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.    (Code 1933, § 109A-2 - 402, enacted by Ga. L. 1962, p. 156, § 1.)   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Attachment and Garnishment, § 90. 15A Am. Jur. 2d, Commercial Code, § 11. 67 Am. Jur. 2d, Sales, §§ 462-464. 68A Am. Jur. 2d, Secured Transactions, § 13.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:356.   C.J.S.   - 37 C.J.S., Fraudulent Conveyances, § 212.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-402.   ALR.    - Validity as against third person of sale or pledge of goods, or receipts issued for goods, retained in warehouse on premises of seller or pledgor (field warehousing), 133 A.L.R. 209.