reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 1. Short Title, General Construction, and Subject Matter. › Sec. 45.02.103. Definitions and index of definitions.

(a) In this chapter, unless the context otherwise requires,
(1) “buyer” means a person who buys or contracts to buy goods;
(2) [Repealed, § 113 ch 44 SLA 2009.]
(3) “receipt” of goods means taking physical possession of them;
(4) “seller” means a person who sells or contracts to sell goods.
(b) Other definitions applying to this chapter and the sections in which they appear are
(1) “acceptance” (AS 45.02.606);
(2) “banker's credit” (AS 45.02.325);
(3) “between merchants” (AS 45.02.104);
(4) “cancellation” (AS 45.02.106(d));
(5) “commercial unit” (AS 45.02.105);
(6) “confirmed credit” (AS 45.02.325);
(7) “conforming to contract” (AS 45.02.106);
(8) “contract for sale” (AS 45.02.106);
(9) “cover” (AS 45.02.712);
(10) “entrusting” (AS 45.02.403);
(11) “financing agency” (AS 45.02.104);
(12) “future goods” (AS 45.02.105);
(13) “goods” (AS 45.02.105);
(14) “identification” (AS 45.02.501);
(15) “installment contract” (AS 45.02.612);
(16) “letter of credit” (AS 45.02.325);
(17) “lot” (AS 45.02.105);
(18) “merchant” (AS 45.02.104);
(19) “overseas” (AS 45.02.323);
(20) “person in position of seller” (AS 45.02.707);
(21) “present sale” (AS 45.02.106);
(22) “sale” (AS 45.02.106);
(23) “sale or return” (AS 45.02.326);
(24) “termination” (AS 45.02.106).
(c) The following definitions in other chapters apply to this chapter:
(1) “check” (AS 45.03.104);
(2) “consignee” (AS 45.07.112);
(3) “consignor” (AS 45.07.112);
(4) “consumer goods” (AS 45.29.102);
(5) “control” (AS 45.07.116);
(6) “dishonor” (AS 45.03.502);
(7) “draft” (AS 45.03.104).
(d) In addition, AS 45.01 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 1. Short Title, General Construction, and Subject Matter. › Sec. 45.02.104. Definitions: “merchant”; “between merchants”; “financing agency.”

(a) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds oneself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom this knowledge or skill may be attributed by the person's employment of an agent or broker or other intermediary who by occupation holds oneself out as having this knowledge or skill.
(b) “Financing agency” means a bank, finance company, or other person who, in the ordinary course of business, makes advances against goods or documents of title or who, by arrangement with either the seller or the buyer, intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (AS 45.02.707).
(c) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 1. Short Title, General Construction, and Subject Matter. › Sec. 45.02.105. Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”

(a) “Goods” means all things, including specially manufactured goods, that are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (AS 45.08), and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (AS 45.02.107).
(b) Goods must be both existing and identified before an interest in them can pass. Goods that are not both existing and identified are “future” goods. A purported present sale of future goods or of an interest in future goods operates as a contract to sell.
(c) There may be a sale of a part interest in existing identified goods.
(d) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of the bulk or a quantity of the bulk agreed upon by number, weight, or other measure may, to the extent of the seller's interest in the bulk, be sold to the buyer, who then becomes an owner in common.
(e) “Lot” means a parcel or a single article that is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(f) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine), or a set of articles (as a suite of furniture or an assortment of sizes), or a quantity (as a bale, gross, or carload), or any other unit treated in use or in the relevant market as a single whole.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 1. Short Title, General Construction, and Subject Matter. › Sec. 45.02.106. Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”

(a) In this chapter, unless the context otherwise requires, “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (AS 45.02.401). A “present sale” means a sale that is accomplished by the making of the contract.
(b) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.
(c) “Termination” occurs when either party, under a power created by agreement or law, puts an end to the contract otherwise than for its breach. On “termination” all obligations that are still executory on both sides are discharged, but a right based on a prior breach of performance survives.
(d) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination,” except that the cancelling party also retains any remedy for breach of the whole contract or an unperformed balance.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 1. Short Title, General Construction, and Subject Matter. › Sec. 45.02.107. Goods to be severed from realty; recording.

(a) A contract for the sale of minerals or the like, including oil and gas, or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the seller, but until severance a purported present sale that is not effective as a transfer of an interest in land is effective only as a contract to sell.
(b) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm to them but not described in (a) of this section or of timber to be cut is a contract for the sale of goods within this chapter, whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(c) This section is subject to third party rights provided by the law relating to realty records. The contract for sale may be executed and recorded as a document transferring an interest in land. It then constitutes notice to third parties of the buyer's rights under the contract for sale.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.201. Formal requirements; statute of frauds.

(a) Except as otherwise provided in this section a contract for the sale of goods, including the sale or transfer of a boat or vessel, for the price of $500 or more is not enforceable by action or defense unless there is a writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by an authorized agent or broker of that party. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.
(b) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of (a) of this section against the party unless written notice of objection to its contents is given within 10 days after it is received.
(c) A contract that does not satisfy the requirements of (a) of this section but that is valid in other respects is enforceable
(1) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement;
(2) if the party against whom enforcement is sought admits in a pleading, in testimony, or in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(3) with respect to goods for which payment has been made and accepted or that have been received and accepted (AS 45.02.606).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.202. Final written expression; parol or extrinsic evidence.

Terms with respect to which the confirmatory memoranda of the parties agree, or that are otherwise set out in a writing intended by the parties as a final expression of their agreement with respect to the terms included in the writing, may not be contradicted by evidence of a prior agreement or of a contemporaneous oral agreement, but may be explained or supplemented
(1) by course of performance, course of dealing, or usage of trade (AS 45.01.303); and
(2) by evidence of consistent additional terms unless the court finds the writing was intended also as a complete and exclusive statement of the terms of the agreement.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.203. 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 make the writing a sealed instrument and the law with respect to sealed instruments does not apply to the contract or offer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.204. Formation in general.

(a) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of the contract.
(b) An agreement sufficient to be a contract for sale may be found even though the moment of its making is undetermined.
(c) Even though one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.205. Firm offers.

An offer by a merchant to buy or sell goods in a signed writing that 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 the period or irrevocability exceed three months. A term of assurance on a form supplied by the offeree must be separately signed by the offeror.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.206. Offer and acceptance in formation of contract.

(a) Unless otherwise unambiguously indicated by the language or circumstances
(1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(2) 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 nonconforming goods, but a shipment of nonconforming 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.
(b) If 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.207. Additional terms in acceptance or confirmation.

(a) A definite and seasonable expression of acceptance or a written confirmation that 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.
(b) The additional terms are to be construed as proposals for addition to the contract. Between merchants these terms become part of the contract unless
(1) the offer expressly limits acceptance to the terms of the offer;
(2) they materially alter it; or
(3) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(c) Conduct by both parties that 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 this case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with supplementary terms incorporated under other provisions of the code.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.209. Modification, rescission, and waiver.

(a) An agreement modifying a contract within this chapter needs no consideration to be binding.
(b) A signed agreement that 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.
(c) The requirements of the statute of frauds section (AS 45.02.201) must be satisfied if the contract as modified is within its provision.
(d) Although an attempt at modification or rescission does not satisfy the requirements of (b) or (c) of this section it can operate as a waiver.
(e) 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 2. Form, Formation, and Readjustment of Contract. › Sec. 45.02.210. Delegation of performance; assignment of rights.

(a) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of a duty to perform or a liability for breach.
(b) 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, increase materially the burden or risk imposed on the other party by the contract, or impair materially the 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 the entire obligation can be assigned despite agreement otherwise.
(c) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of (b) of this section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller; even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but
(1) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and
(2) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(d) 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.
(e) An assignment of “the contract” or “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 the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(f) The other party may treat an assignment that delegates performance as creating reasonable grounds for insecurity and may, without prejudice to the party's rights against the assignor, demand assurances from the assignee (AS 45.02.609).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.302. Unconscionable contract or clause.

(a) If the court as a matter of law finds the contract or a clause of the contract was unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable clause, or so limit the application of an unconscionable clause as to avoid an unconscionable result.
(b) If it is claimed or appears to the court that the contract or any clause of the contract may be unconscionable, the parties shall be given a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.304. Price payable in money, goods, realty, or otherwise.

(a) 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 that the party is to transfer.
(b) 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 chapter but not the transfer of the interest in realty or the transferor's obligations in connection with the transfer of the real interest.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.305. Open price term.

(a) The parties if they so intend can conclude a contract for sale even though the price is not settled. In this case the price is a reasonable price at the time for delivery if
(1) nothing is said as to price;
(2) the price is left to be agreed by the parties and they fail to agree; or
(3) the price is to be fixed in terms of an agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(b) A price to be fixed by the seller or by the buyer means a price for the party to fix in good faith.
(c) If a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party, the other party has the option to treat the contract as cancelled or fix a reasonable price.
(d) If, however, the parties intend not to be bound unless the price is fixed or agreed and it is not fixed or agreed, there is no contract. In this case the buyer must return 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.306. Output, requirements, and exclusive dealings.

(a) A term that 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 a stated estimate or, in the absence of a stated estimate, to a normal or otherwise comparable prior output or requirements may be tendered or demanded.
(b) 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.307. 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 this 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.308. 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 seller's residence; but
(2) in a contract for sale of identified goods that 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
(3) documents of title may be delivered through customary banking channels.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.309. Absence of specific time provisions; notice of termination.

(a) The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon is a reasonable time.
(b) If 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.
(c) 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. An agreement dispensing with notification is invalid if its operation would be unconscionable.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.310. 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 of shipment is the place of delivery;
(2) if the seller is authorized to send the goods, the seller 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 inspection is inconsistent with the terms of the contract (AS 45.02.513);
(3) if delivery is authorized and made by way of documents of title other than by (2) of this section, then payment is due, regardless of where the goods are to be received, at the time
(A) and place at which the buyer is to receive delivery of the tangible documents; or
(B) the buyer is to receive delivery of the electronic documents and at the seller's place of business or, if the seller does not have a place of business, the seller's residence; and
(4) if the seller is required or authorized to ship the goods on credit, the credit period runs from the time of shipment, but postdating the invoice or delaying its dispatch correspondingly delays the starting of the credit period.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.311. Options and cooperation respecting performance.

(a) An agreement for sale that is otherwise sufficiently definite (AS 45.02.204(c)) 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. The specification must be made in good faith and within limits set by commercial reasonableness.
(b) Unless otherwise agreed, specifications relating to assortment of the goods are at the buyer's option and, except as otherwise provided in AS 45.02.319(a)(3) and (c), specifications or arrangements relating to shipment are at the seller's option.
(c) If the specification would materially affect the other party's performance but is not seasonably made or if 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
(1) is excused for a resulting delay in the party's own performance; and
(2) may either proceed to perform in a reasonable manner or, after the time for a material part of the party's own performance, treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.312. Warranty of title and against infringement; buyer's obligation against infringement.

(a) Subject to (b) of this section there is in a contract for sale a warranty by the seller that
(1) the title conveyed shall be good, and its transfer rightful; and
(2) the goods shall be delivered free from a security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.
(b) A warranty under (a) of this section will be excluded or modified only by specific language or by circumstances that give the buyer reason to know that the person selling does not claim title in the seller or that the person is purporting to sell only such right or title as the person selling or a third person may have.
(c) 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 a 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 that arises out of compliance with the specifications.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.313. Express warranties by affirmation, promise, description, sample.

(a) Express warranties by the seller are created as follows:
(1) an affirmation of fact or promise made by the seller to the buyer that 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;
(2) a description of the goods that is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description;
(3) a sample or model that 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.
(b) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that the seller 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 of commendation of the goods does not create a warranty.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.314. Implied warranty: Merchantability; usage of trade.

(a) Unless excluded or modified (AS 45.02.316), 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.
(b) Goods to be merchantable must at least
(1) pass without objection in the trade under the contract description;
(2) in the case of fungible goods, be of fair average quality within the description;
(3) be fit for the ordinary purposes for which the goods are used;
(4) run, within the variations permitted by the agreement, of even kind, quality, and quantity within each unit and among all units involved;
(5) be adequately contained, packaged, and labeled as the agreement requires; and
(6) conform to the promises or affirmations of fact made on the container or label.
(c) Unless excluded or modified (AS 45.02.316), other implied warranties may arise from course of dealing or usage of trade.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.315. Implied warranty: Fitness for particular purpose.

If the seller at the time of contracting has reason to know a 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 AS 45.02.316, an implied warranty that the goods shall be fit for that purpose.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.316. Exclusion or modification of warranties.

(a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed where reasonable as consistent with each other; but, subject to the provisions on parol or extrinsic evidence (AS 45.02.202), negation or limitation is inoperative to the extent that such construction is unreasonable.
(b) Subject to (c) of this section, 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 an 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 of this instrument.”
(c) Notwithstanding (b) of this section,
(1) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is,” “with all faults,” or other language that in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and
(2) when the buyer, before entering into the contract, has examined the goods or the sample or model as fully as the buyer desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed to the buyer; and
(3) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.
(d) Remedies for breach of warranty can be limited in accordance with the provisions on liquidation or limitation of damages and on contractual modification of remedy (AS 45.02.718 and 45.02.719).
(e) Implied warranties of merchantability and fitness are not 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 tissue or organs. The blood, blood plasma, tissue, or organs may not, for the purposes of this chapter, be considered commodities subject to sale or barter, but shall be considered medical services.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.317. 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 that construction is unreasonable the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:
(1) exact or technical specifications displace an inconsistent sample or model or general language of description;
(2) a sample from an existing bulk displaces inconsistent general language of description;
(3) an express warranty displaces an inconsistent implied warranty other than an implied warranty of fitness for a particular purpose.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.318. Third-party beneficiaries of warranties express or implied.

A seller's warranty whether express or implied extends to a natural person who is in the family or household of the buyer or who is a guest in the buyer's home if it is reasonable to expect that the person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.319. F.O.B. and F.A.S. terms.

(a) 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,
(1) 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 AS 45.02.504 and bear the expense and risk of putting them into the possession of the carrier; or
(2) when the term is F.O.B. the place of destination, the seller must, at the expense and risk of the seller, transport the goods to that place and there tender delivery of them in the manner provided in AS 45.02.503;
(3) when under either (1) or (2) of this subsection the term is also F.O.B. vessel, car, or other vehicle, the seller must in addition, at the expense and risk of the seller, 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 on the form of bill of lading (AS 45.02.323).
(b) 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
(1) at the expense and risk of the seller deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and
(2) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.
(c) Unless otherwise agreed, in a case falling within (a)(1) or (3) or (b) of this section, the buyer must seasonably give 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 AS 45.02.311. The seller also has the option to move the goods in a reasonable manner preparatory to delivery or shipment.
(d) 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 or the buyer demand delivery of the goods in substitution for the documents.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.320. C.I.F. and C. & F. terms.

(a) 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.
(b) 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 the expense and risk of the seller to
(1) 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
(2) 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
(3) obtain a policy or certificate of insurance, including 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 war risk insurance; and
(4) prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and
(5) forward and tender with commercial promptness all the documents in due form and with the endorsement necessary to perfect the buyer's rights.
(c) 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.
(d) 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 or the buyer demand delivery of the goods in substitution for the documents.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.321. C.I.F. or C. & F.: “Net landed weights”; “payment on arrival”; warranty of conditions on arrival.

Under a contract containing a term C.I.F. or C. & F.,
(1) if 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;
(2) an agreement described in (1) of this section, or a 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;
(3) unless otherwise agreed, if 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.322. Delivery “ex-ship.”

(a) 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 that has reached a place at the named port of destination where goods of the kind are usually discharged.
(b) Under such a term, unless otherwise agreed,
(1) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction that puts the carrier under a duty to deliver the goods; and
(2) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.323. Form of bill of lading required in overseas shipment; “overseas.”

(a) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller, unless otherwise agreed, must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. &. F., received for shipment.
(b) Where, in a case within (a) of this section, a tangible bill of lading has been issued in a set of parts, unless otherwise agreed, if the documents are not to be sent from abroad, the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set,
(1) due tender of a single part is acceptable within the provisions on cure of improper delivery (AS 45.02.508(a)); and
(2) even though the full set is demanded, if the documents are sent from abroad, the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity that the buyer in good faith considers adequate.
(c) A shipment by water or by air or a contract contemplating the shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing, or shipping practices characteristic of international deep water commerce.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.324. “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 they arrive by any means the seller must tender them on arrival, but the seller assumes no obligation that the goods will arrive unless the seller has caused the nonarrival; and
(2) if 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 (AS 45.02.613).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.325. “Letter of credit” term; “confirmed credit.”

(a) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(b) 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 the buyer.
(c) 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, if 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 that does business in the seller's financial market.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.326. Sale on approval and sale or return; rights of creditors.

(a) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is
(1) a “sale on approval” if the goods are delivered primarily for use; and
(2) a “sale or return” if the goods are delivered primarily for resale.
(b) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.
(c) An “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section (AS 45.02.201), and as contradicting the sale aspect of the contract within the provisions on parol or extrinsic evidence (AS 45.02.202).
(d) Whenever an artist delivers or causes to be delivered a work of fine art of the artist's creation to an art dealer for the purpose of sale, or exhibition and sale to the public on a commission or fee or other basis of compensation, the work of fine art is not subject to the claims of the art dealer's creditors. For the purposes of this subsection,
(1) “art dealer” means a person other than a public auctioneer engaged in the business of selling works of fine art;
(2) “artist” means the creator of a work of fine art;
(3) “fine art” includes a painting, sculpture, drawing, photograph, or work of graphic art.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.327. Special incidents of sale on approval and sale or return.

(a) Under a sale on approval, unless otherwise agreed,
(1) although the goods are identified to the contract, the risk of loss and the title do not pass to the buyer until acceptance;
(2) 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
(3) after due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow reasonable instructions.
(b) Under a sale or return, unless otherwise agreed,
(1) the option to return extends to the whole or a commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and
(2) the return is at the buyer's risk and expense.