reglab/housing_qa huggingface dataset:
NY UCC § 2-202 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-202 - Final Written Expression: Parol or Extrinsic Evidence.

Section 2--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  a  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  (a)  by  course  of  performance, course of dealing, or usage of trade (Section 1--303); and  (b) 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.
NY UCC § 2-203 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-203 - Seals Inoperative.

Section 2--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.
NY UCC § 2-204 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-204 - Formation in General.

Section 2--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 to 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.
NY UCC § 2-205 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-205 - Firm Offers.

Section 2--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 three months; but any such term of assurance on  a   form supplied by the offeree must be separately signed by the offeror.
NY UCC § 2-206 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-206 - Offer and Acceptance in Formation of Contract.

Section 2--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 non-conforming goods, but such a shipment of            non-conforming 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.
NY UCC § 2-207 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-207 - Additional Terms in Acceptance or Confirmation.

Section 2--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  an 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 Act.
NY UCC § 2-208 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-208 - Course of Performance or Practical Construction.

Section 2--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; but 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 (Section 1--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.
NY UCC § 2-209 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-209 - Modification, Rescission and Waiver.

Section 2--209. Modification, Rescission and Waiver.  (1)  An  agreement  modifying  a contract within this Article 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  Article (Section 2--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.
NY UCC § 2-210 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 2 - Form, Formation and Readjustment of Contract 2-210 - Delegation of Performance; Assignment of Rights.

Section 2--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)  Except  as otherwise provided in Section 9--406, 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  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 (Section 2--609).
NY UCC § 2-301 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-301 - General Obligations of Parties.

Section 2--301. 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.
NY UCC § 2-302 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-302 - Unconscionable Contract or Clause.

Section 2--302. 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 it was made  the court  may  refuse  to  enforce  the  contract,  or  it  may enforce the remainder of the contract without the unconscionable clause, or  it  may so  limit  the  application of any unconscionable clause as to avoid any unconscionable result.  (2) When it is claimed or appears to the court that  the  contract  or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
NY UCC § 2-303 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-303 - Allocation or Division of Risks.

Section 2--303. Allocation or Division of Risks.Where this Article 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.
NY UCC § 2-304 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-304 - Price Payable in Money, Goods, Realty, or Otherwise.

Section 2--304. 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 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 seller's obligations with reference to them are subject to this Article, but not the  transfer  of the  interest  in  realty  or the transferor's obligations in connection therewith.
NY UCC § 2-305 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-305 - Open Price Term.

Section 2--305. 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  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            to agree; or       (c) the price is to be fixed in terms of some  agreed  market  or            other standard as set or recorded by a third person or agency            and it is not so set or recorded.  (2)  A  price  to be fixed by the seller or by the buyer means a price for him to fix in good faith.  (3) When a price left to be fixed otherwise than by agreement  of  the parties  fails  to  be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix  a  reasonable price.  (4)  Where,  however,  the  parties  intend not to be bound unless the price be fixed or agreed and it is not  fixed  or  agreed  there  is  no contract.  In  such  a  case  the  buyer  must  return any goods already received or if unable so to do must pay their reasonable  value  at  the time  of  delivery  and  the seller must return any portion of the price paid on account.
NY UCC § 2-306 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-306 - Output, Requirements and Exclusive Dealings.

Section 2--306. 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 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.  (2) 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.
NY UCC § 2-307 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-307 - Delivery in Single Lot or Several Lots.

Section 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.
NY UCC § 2-308 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-308 - Absence of Specified Place for Delivery.

Section 2--308. Absence of Specified Place for Delivery.   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 is the place for their delivery; and  (c) documents of title may  be  delivered  through  customary  banking channels.
NY UCC § 2-309 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-309 - Absence of Specific Time Provisions; Notice of Termination.

Section 2--309. 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  Article 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 unless otherwise agreed may be terminated at any time by either party.  (3) Termination of a contract by one party except on the happening  of an agreed event requires that reasonable notification be received by the other  party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
NY UCC § 2-310 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-310 - Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.

Section 2--310. Open Time for Payment or Running of Credit; Authority to                   Ship Under Reservation.   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 documents of title, but the  buyer may  inspect  the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract  (Section 2--513); and  (c)  if  delivery  is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due regardless of where the goods are to be received (i) at the time  and  place  at  which  the buyer  is  to  receive delivery of the tangible documents or (ii) at the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or if none, the seller's residence; and  (d) where the seller is required or authorized to ship  the  goods  on credit  the credit period runs from the time of shipment but post-dating the invoice or delaying its  dispatch  will  correspondingly  delay  the starting of the credit period.
NY UCC § 2-311 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-311 - Options and Cooperation Respecting Performance.

Section 2--311. Options and Cooperation Respecting Performance.  (1)  An  agreement  for  sale which is otherwise sufficiently definite (subsection (3) of Section 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.  (2) Unless otherwise agreed specifications relating to  assortment  of the  goods are at the buyer's option and except as otherwise provided in subsections  (1)  (c)  and  (3)  of  Section  2--319  specifications  or arrangements relating to shipment are at the seller's option.  (3) 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       (a) is excused for any resulting delay in  his  own  performance;            and       (b) 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.
NY UCC § 2-312 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-312 - Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement.

Section 2--312. Warranty  of  Title  and  Against  Infringement; Buyer's                   Obligation Against Infringement.  (1) Subject to subsection (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 the time            of contracting has no knowledge.  (2) A warranty under subsection (1) will be excluded or modified  only by  specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that  he is  purporting  to sell only such right or title as he or a third person may have.  (3) Unless otherwise agreed a  seller  who  is  a  merchant  regularly dealing  in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications  to  the  seller  must hold  the  seller  harmless  against  any such claim which arises out of compliance with the specifications.
NY UCC § 2-313 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 3 - General Obligation and Construction of Contract 2-313 - Express Warranties by Affirmation, Promise, Description, Sample.

Section 2--313. 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 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 or promise.       (b) Any description of the goods which is made part of the  basis            of  the  bargain  creates  an express warranty that the goods            shall conform to the description.       (c) Any sample or model which is made part of the  basis  of  the            bargain  creates  an  express  warranty that the whole of the            goods shall conform to the sample or model.  (2) It is not necessary to the creation of an  express  warranty  that the  seller use formal words such as "warrant" or "guarantee" or that he have a specific intention to make a warranty, but an affirmation  merely of  the  value  of  the goods or a statement purporting to be merely the seller's opinion  or  commendation  of  the  goods  does  not  create  a warranty.