reglab/housing_qa huggingface dataset:
6 DE Code § 2-301. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-301. General obligations of parties.

§ 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. 5A Del. C. 1953, §§  2-301;  55 Del. Laws, c. 349.;
6 DE Code § 2-302. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-302. Unconscionable contract or clause.

§ 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. 5A Del. C. 1953, §§  2-302;  55 Del. Laws, c. 349.;
6 DE Code § 2-303. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-303. Allocation or division of risks.

§ 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. 5A Del. C. 1953, §§  2-303;  55 Del. Laws, c. 349.;
6 DE Code § 2-304. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-304. Price payable in money, goods, realty, or otherwise.

§ 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 or she 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. 5A Del. C. 1953, §§  2-304;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-305. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-305. Open price term.

§ 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 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 or her 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 or her option treat the contract as cancelled or himself or herself 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. 5A Del. C. 1953, §§  2-305;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-306. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-306. Output, requirements and exclusive dealings.

§ 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. 5A Del. C. 1953, §§  2-306;  55 Del. Laws, c. 349.;
6 DE Code § 2-307. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-307. Delivery in single lot or several lots.

§ 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. 5A Del. C. 1953, §§  2-307;  55 Del. Laws, c. 349.;
6 DE Code § 2-308. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-308. Absence of specified place for delivery.

§ 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 or she has none his or her 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.5A Del. C. 1953, §§  2-308;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-309. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-309. Absence of specific time provisions; notice of termination.

§ 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. 5A Del. C. 1953, §§  2-309;  55 Del. Laws, c. 349.;
6 DE Code § 2-310. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|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.

§ 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 or she 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.5A Del. C. 1953, §§  2-310;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  7;
6 DE Code § 2-311. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-311. Options and cooperation respecting performance.

§ 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 or her own performance; and (b) may also either proceed to perform in any reasonable manner or after the time for a material part of his or her own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.5A Del. C. 1953, §§  2-311;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-312. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-312. Warranty of title and against infringement; buyer's obligation against infringement.

§ 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 herself or that he or she is purporting to sell only such right or title as he or she 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. 5A Del. C. 1953, §§  2-312;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-313. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-313. Express warranties by affirmation, promise, description, sample.

§ 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 or she 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. 5A Del. C. 1953, §§  2-313;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-314. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-314. Implied warranty; merchantability; usage of trade.

§ 2-314. Implied warranty; merchantability; usage of trade. (1) Unless excluded or modified (Section 2-316), 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 on the premises or elsewhere is a sale. (2) Goods to be merchantable must be at least such as (a) pass without objection in the trade under the contract description; and (b) in the case of fungible goods, are of fair average quality within the description; and (c) are fit for the ordinary purposes for which such goods are used; and (d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and (e) are adequately contained, packaged, and labeled as the agreement may require; and (f) conform to the promises or affirmations of fact made on the container or label if any. (3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of dealing or usage of trade. 5A Del. C. 1953, §§  2-314;  55 Del. Laws, c. 349.;
6 DE Code § 2-315. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-315. Implied warranty; fitness for particular purpose.

§ 2-315. 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 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 an implied warranty that the goods shall be fit for such purpose. 5A Del. C. 1953, §§  2-315;  55 Del. Laws, c. 349.;
6 DE Code § 2-316. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-316. Exclusion or modification of warranties.

§ 2-316. Exclusion or modification of warranties. (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 Article on parol or extrinsic evidence (Section 2-202) negation or limitation is inoperative to the extent that such construction is unreasonable. (2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.” (3) Notwithstanding subsection (2) (a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, “with all faults” or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and (b) when the buyer before entering into the contract has examined the goods or the sample or model as fully as he or she desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him or her; and (c) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade. (4) Remedies for breach of warranty can be limited in accordance with the provisions of this Article on liquidation or limitation of damages and on contractual modification of remedy (Sections 2-718 and 2-719). (5) The implied warranties of merchantability and fitness shall not be applicable to a contract for the sale of human blood, blood plasma or other human tissue or organs from a blood bank or reservoir of such other tissues or organs. Such blood, blood plasma or tissue or organs shall not for the purposes of this Article be considered commodities or goods subject to sale or barter, but shall be considered as medical services. 5A Del. C. 1953, §§  2-316;  55 Del. Laws, c. 349;  55 Del. Laws, c. 391;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-317. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-317. Cumulation and conflict of warranties express or implied.

§ 2-317. 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 the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:  (a) Exact or technical specifications displace an inconsistent sample or model or general language of description. (b) A sample from an existing bulk displaces inconsistent general language of description. (c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.5A Del. C. 1953, §§  2-317;  55 Del. Laws, c. 349.;
6 DE Code § 2-318. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-318. Third party beneficiaries of warranties express or implied.

§ 2-318. Third party beneficiaries of warranties express or implied. A seller's warranty whether express or implied extends to any natural person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section. 5A Del. C. 1953, §§  2-318;  55 Del. Laws, c. 349.;
6 DE Code § 2-319. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-319. F.O.B. and F.A.S. terms.

§ 2-319. 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 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 the manner provided in this Article (Section 2-504) and bear the expense and risk of putting them into the possession of the carrier; or (b) when the term is F.O.B. the place of destination, the seller must at his or her own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (Section 2-503); (c) when under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his or her own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (Section 2-323). (2) Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must (a) at his or her own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and (b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading. (3) Unless otherwise agreed in any case falling within subsection (1) (a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this Article (Section 2-311). He or she may also at his or her option move the goods in any reasonable manner preparatory to delivery or shipment. (4) Under the term F.O.B. vessel or F.A.S. 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. 5A Del. C. 1953, §§  2-319;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-320. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 3. General Obligation and Construction of Contract|§ 2-320. C.I.F. and C. & F. terms.

§ 2-320. C.I.F. and C. & 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 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 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 or her own expense and risk to (a) 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 (b) 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 (c) 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 (d) prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and (e) forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights. (3) Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligation and risks as a C.I.F. term except the obligation as to insurance. (4) 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. 5A Del. C. 1953, §§  2-320;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;