reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.301 - Effective date; provision for transition; preservation of old transition provision.

671.301 Effective date; provision for transition; preservation of old transition provision.—
(1) This act shall take effect at 12:01 a.m. on January 1, 1980.
(2) Transactions validly entered into after January 1, 1967, and before the effective date of this act, and which were subject to the provisions of chapter 65-254, Laws of Florida, as amended, and which would be subject to this act as amended if they had been entered into after the effective date of this act and the rights, duties, and interests flowing from such transactions remain valid after the latter date and may be terminated, completed, consummated, or enforced as required or permitted by this act. Security interests arising out of such transactions which are perfected when this act becomes effective shall remain perfected until they lapse as provided in this act and may be continued as permitted by this act, except as stated in s. 680.108, Florida Statutes 1979.
(3) The provisions of s. 680.101, Florida Statutes 1977, shall continue to apply to this act and for this purpose the two statutes shall be considered one continuous statute.
History.—s. 1, ch. 65-254; s. 1, ch. 69-218; s. 36, ch. 79-398; s. 6, ch. 90-278.
Note.—Former s. 680.101.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.304 - Laws not repealed; precedence where code provisions in conflict with other laws; certain statutory remedies retained.

671.304 Laws not repealed; precedence where code provisions in conflict with other laws; certain statutory remedies retained.—
(1) The article on documents of title (Art. 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees’ businesses in respects not specifically dealt with herein; but the fact that such laws are violated does not affect the status of a document of title which otherwise complies with the definition of a “document of title” (s. 671.201).
(2) The following laws and parts of laws are specifically not repealed and shall take precedence over any provisions of this code which may be inconsistent or in conflict therewith:
(a) Chapter 517—Sale of securities.
(b) Chapter 687—Interest and usury; lending practices.
(c) Chapter 516—Florida Consumer Finance Act.
(d) Chapter 520—Retail installment sales (Part I, Motor Vehicle Sales Finance Act; Part III, Retail Installment Sales Act; Part IV, Installment Sales Finance Act).
(e) Chapter 665—Florida Savings Association Act.
(f) Chapter 657—Credit unions.
(g) Chapters 319 and 328—Title certificates (motor vehicle; vessel).
(h) Chapter 538—Secondhand Dealers and Secondary Metals Recyclers.
(i) Chapters 658, 660, and 663.
(3) The following laws or parts of laws, although not repealed, shall yield to and be superseded by any provisions of the code which may be inconsistent or in conflict therewith:
(a) Chapter 697—Instruments deemed mortgages and the nature of a mortgage.
(b) Chapter 701—Assignment and cancellation of mortgages.
(c) Chapter 702—Foreclosure of mortgages.
(d) Chapter 727—General assignments.
(4) Notwithstanding any provisions to the contrary in any of the following Florida Statutes, the remedies provided by such statutes shall not restrict the remedies otherwise available to a secured party under this code, but all such remedies shall be cumulatively available in accordance with their respective terms to a secured party under this code: Chapter 76—Attachment.
(5) The effectiveness of any financing statement or continuation statement filed prior to January 1, 1980, or any continuation statement filed on or after October 1, 1984, which states that the debtor is a transmitting utility as provided in s. 679.515(6) shall continue until a termination statement is filed, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.
History.—s. 1, ch. 65-254; s. 174, ch. 79-164; s. 3, ch. 80-273; s. 5, ch. 81-276; s. 1, ch. 84-167; s. 3, ch. 89-533; s. 6, ch. 90-278; s. 205, ch. 92-303; s. 25, ch. 98-11; s. 6, ch. 2000-155; s. 4, ch. 2010-131; s. 6, ch. 2017-118.
Note.—Former s. 680.104.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.308 - Transition provisions on place of filing.

671.308 Transition provisions on place of filing.—
(1) A financing statement or continuation statement filed prior to the effective date of this act which shall not have lapsed prior to the effective date of this act shall remain effective for the period provided in chapter 65-254, Laws of Florida, as amended, but not less than 5 years after the filing.
(2) With respect to any collateral acquired by the debtor subsequent to the effective date of this act, any effective financing statement or continuation statement described in this section shall apply only if the filing or filings are in the office or offices that would be appropriate to perfect the security interests in the new collateral under this act.
(3) The effectiveness of any financing statement or continuation statement filed prior to the effective date of this act may be continued by a continuation statement as permitted by this act, except that if this act requires a filing in an office where there was no previous financing statement, a new financing statement conforming to s. 680.109(4), Florida Statutes 1979, shall be filed in that office.
History.—s. 37, ch. 79-398; s. 6, ch. 90-278.
Note.—Former s. 680.108.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.309 - Required refilings.

671.309 Required refilings.—
(1) If a security interest is perfected or has priority when this act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priority of the security interest against those persons under this act, the perfection and priority rights of the security interest continue until 3 years after the effective date of this act. The perfection will then lapse unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.
(2) If a security interest is perfected when this act takes effect under a law other than the Uniform Commercial Code which requires no further filing, refiling, or recording to continue its perfection, perfection continues until and will lapse 3 years after this act takes effect, unless:
(a) A financing statement is filed as provided in subsection (4);
(b) The security interest is perfected otherwise than by filing; or
(c) Under
1
s. 679.302(3) the other law continues to govern filing.
(3) If a security interest is perfected by a filing, refiling, or recording under a law repealed by this act which required further filing, refiling, or recording to continue its perfection, perfection continues and will lapse on the date provided by the law so repealed for such further filing, refiling, or recording unless a financing statement is filed as provided in subsection (4) or unless the security interest is perfected otherwise than by filing.
(4) A financing statement may be filed within 6 months before the perfection of a security interest would otherwise lapse. Any such financing statement may be signed by either the debtor or the secured party. It must identify the security agreement, statement, or notice (however denominated in any statute or other law repealed or modified by this act), state the office where and the date when the last filing, refiling, or recording, if any, was made with respect thereto and the filing number, if any, or book and page, if any, of recording and further state that the security agreement, statement, or notice, however denominated, in another filing office under the Uniform Commercial Code or under any statute or other law repealed or modified by this act is still effective. Sections
2
679.103 and
3
679.401 determine the proper place to file such a financing statement. Except as specified in this subsection, the provisions of
3
s. 679.403(3) for continuation statements apply to such a financing statement.
History.—s. 38, ch. 79-398; s. 6, ch. 90-278.
1
Note.—Repealed by s. 3, ch. 2001-198.
2
Note.—Repealed by s. 1, ch. 2001-198.
3
Note.—Repealed by s. 4, ch. 2001-198.
Note.—Former s. 680.109.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.31 - Transition provisions as to priorities.

671.31 Transition provisions as to priorities.—Except as otherwise provided in this part, chapter 65-254, Laws of Florida, as amended, shall apply to any questions of priority if the positions of the parties were fixed prior to the effective date of chapter 79-398, Laws of Florida.
History.—s. 39, ch. 79-398; s. 6, ch. 90-278.
Note.—Former s. 680.11.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 671 - Uniform Commercial Code: General Provisions › Part III - Effective Date and Repealer (Ss. 671.301-671.311) › 671.311 - Presumption that rule of law continues unchanged.

671.311 Presumption that rule of law continues unchanged.—Unless a change in law has clearly been made, the provisions of chapter 79-398, Laws of Florida, shall be deemed declaratory of the meaning of chapter 65-254, Laws of Florida, as amended.
History.—s. 40, ch. 79-398; s. 6, ch. 90-278.
Note.—Former s. 680.111.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.101 - Short title.

672.101 Short title.—Chapter 672 shall be known and may be cited as the “Uniform Commercial Code—Sales.”
History.—s. 1, ch. 65-254.
Note.—s. 2-101, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.102 - Scope; certain security and other transactions excluded from this chapter.

672.102 Scope; certain security and other transactions excluded from this chapter.—Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
History.—s. 1, ch. 65-254.
Note.—s. 2-102, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.103 - Definitions and index of definitions.

672.103 Definitions and index of definitions.—
(1) In this chapter unless the context otherwise requires:
(a) “Buyer” means a person who buys or contracts to buy goods.
(b) “Good faith” in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
(c) “Receipt” of goods means taking physical possession of them.
(d) “Seller” means a person who sells or contracts to sell goods.
(2) Other definitions applying to this chapter, or to specified parts thereof, and the sections in which they appear are:
“Acceptance,” s. 672.606.
“Banker’s credit,” s. 672.325.
“Between merchants,” s. 672.104.
“Cancellation,” s. 672.106(4).
“Commercial unit,” s. 672.105.
“Confirmed credit,” s. 672.325.
“Conforming to contract,” s. 672.106.
“Contract for sale,” s. 672.106.
“Cover,” s. 672.712.
“Entrusting,” s. 672.403.
“Financing agency,” s. 672.104.
“Future goods,” s. 672.105.
“Goods,” s. 672.105.
“Identification,” s. 672.501.
“Installment contract,” s. 672.612.
“Letter of credit,” s. 672.325.
“Lot,” s. 672.105.
“Merchant,” s. 672.104.
“Overseas,” s. 672.323.
“Person in position of seller,” s. 672.707.
“Present sale,” s. 672.106.
“Sale,” s. 672.106.
“Sale on approval,” s. 672.326.
“Sale or return,” s. 672.326.
“Termination,” s. 672.106.
(3) The following definitions in other chapters apply to this chapter:
“Check,” s. 673.1041.
“Consignee,” s. 677.102.
“Consignor,” s. 677.102.
“Consumer goods,” s. 679.1021.
“Control,” s. 677.106.
“Dishonor,” s. 673.5021.
“Draft,” s. 673.1041.
(4) In addition chapter 671 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
History.—s. 1, ch. 65-254; s. 5, ch. 92-82; s. 11, ch. 2001-198; s. 5, ch. 2010-131.
Note.—s. 2-103, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.104 - Definitions: “merchant”; “between merchants”; “financing agency.”

672.104 Definitions: “merchant”; “between merchants”; “financing agency.”—
(1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by occupation holds himself or herself out as having such knowledge or skill.
(2) “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 (s. 672.707).
(3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
History.—s. 1, ch. 65-254; s. 556, ch. 97-102; s. 6, ch. 2010-131.
Note.—s. 2-104, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.105 - Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”

672.105 Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”—
(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (chapter 678) 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 (s. 672.107).
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
(3) There may be a sale of a part interest in existing identified goods.
(4) 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 such a bulk or any quantity thereof 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.
(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(6) “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.
History.—s. 1, ch. 65-254.
Note.—s. 2-105, U.C.C.; supersedes s. 678.54.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.106 - Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”

672.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”—
(1) In this chapter unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “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 (s. 672.401). A “present sale” means a sale which is accomplished by the making of the contract.
(2) 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.
(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On termination, all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4) “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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
History.—s. 1, ch. 65-254.
Note.—s. 2-106, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part I - Short Title, General Construction, and Subject Matter (Ss. 672.101-672.107) › 672.107 - Goods to be severed from realty; recording.

672.107 Goods to be severed from realty; recording.—
(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from 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 thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2) 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 thereto but not described in subsection (1) 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.
(3) The provisions of this section are subject to any third-party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale.
History.—s. 1, ch. 65-254; s. 3, ch. 79-398.
Note.—s. 2-107, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.201 - Formal requirements; statute of frauds.

672.201 Formal requirements; statute of frauds.—
(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some 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 his or her authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
(2) 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 subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:
(a) 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 which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) If the party against whom enforcement is sought admits in his or her pleading, testimony or otherwise 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
(c) With respect to goods for which payment has been made and accepted or which have been received and accepted (s. 672.606).
History.—s. 1, ch. 65-254; s. 557, ch. 97-102.
Note.—s. 2-201, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.202 - Final written expression; parol or extrinsic evidence.

672.202 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:
(1) By course of dealing or usage of trade (s. 671.205) or by course of performance (s. 672.208); and
(2) 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-202, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.203 - Seals inoperative.

672.203 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-203, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.204 - Formation in general.

672.204 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-204, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.205 - Firm offers.

672.205 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 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
History.—s. 1, ch. 65-254.
Note.—s. 2-205, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.206 - Offer and acceptance in formation of contract.

672.206 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 nonconforming goods, but such 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.
(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.
History.—s. 1, ch. 65-254.
Note.—s. 2-206, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.207 - Additional terms in acceptance or confirmation.

672.207 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 code.
History.—s. 1, ch. 65-254.
Note.—s. 2-207, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.208 - Course of performance or practical construction.

672.208 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 (s. 671.205).
(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.
History.—s. 1, ch. 65-254.
Note.—s. 2-208, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.209 - Modification, rescission, and waiver.

672.209 Modification, rescission, and waiver.—
(1) An agreement modifying a contract within this chapter needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except 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 chapter (s. 672.201) 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-209, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part II - Form, Formation, and Readjustment of Contract (Ss. 672.201-672.210) › 672.210 - Delegation of performance; assignment of rights.

672.210 Delegation of performance; assignment of rights.—
(1) A party may perform her or his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having her or 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 s. 679.4061, 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 her or him by her or his contract, or impair materially her or 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 her or his entire obligation can be assigned despite agreement otherwise.
(3) 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 subsection (2) 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 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. 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.
(4) 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.
(5) 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 her or him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to her or his rights against the assignor demand assurances from the assignee (s. 672.609).
History.—s. 1, ch. 65-254; s. 558, ch. 97-102; s. 12, ch. 2001-198.
Note.—s. 2-210, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.301 - General obligations of parties.

672.301 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-301, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.302 - Unconscionable contract or clause.

672.302 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-302, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.303 - Allocation or division of risks.

672.303 Allocation or division of risks.—Where this chapter allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
History.—s. 1, ch. 65-254.
Note.—s. 2-303, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.304 - Price payable in money, goods, realty, or otherwise.

672.304 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 chapter, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.
History.—s. 1, ch. 65-254; s. 559, ch. 97-102.
Note.—s. 2-304, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.305 - Open price term.

672.305 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 her or 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 her or his option treat the contract as canceled or herself 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.
History.—s. 1, ch. 65-254; s. 560, ch. 97-102.
Note.—s. 2-305, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.306 - Output, requirements, and exclusive dealings.

672.306 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-306, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.307 - Delivery in single lot or several lots.

672.307 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-307, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.308 - Absence of specified place for delivery.

672.308 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 his or her residence; but
(2) 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
(3) Documents of title may be delivered through customary banking channels.
History.—s. 1, ch. 65-254; s. 561, ch. 97-102.
Note.—s. 2-308, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.309 - Absence of specific time provisions; notice of termination.

672.309 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 chapter 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-309, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.310 - Open time for payment or running of credit; authority to ship under reservation.

672.310 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; and
(2) If the seller is authorized to send the goods she or 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 (s. 672.513); and
(3) If delivery is authorized and made by way of documents of title otherwise than by subsection (2) then payment is due regardless of where the goods are to be received at the time and place at which the buyer is to receive delivery of the tangible documents or 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
(4) Where 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 will correspondingly delay the starting of the credit period.
History.—s. 1, ch. 65-254; s. 562, ch. 97-102; s. 7, ch. 2010-131.
Note.—s. 2-310, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.311 - Options and cooperation respecting performance.

672.311 Options and cooperation respecting performance.—
(1) An agreement for sale which is otherwise sufficiently definite (s. 672.204(3)) 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 s. 672.319(1)(c) and (3) 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.
History.—s. 1, ch. 65-254; s. 563, ch. 97-102.
Note.—s. 2-311, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.312 - Warranty of title and against infringement; buyer’s obligation against infringement.

672.312 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 herself or himself or that the seller is purporting to sell only such right or title as she or 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.
History.—s. 1, ch. 65-254; s. 564, ch. 97-102.
Note.—s. 2-312, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part III - General Obligation and Construction of Contract (Ss. 672.301-672.328) › 672.313 - Express warranties by affirmation, promise, description, sample.

672.313 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 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 or commendation of the goods does not create a warranty.
History.—s. 1, ch. 65-254; s. 565, ch. 97-102.
Note.—s. 2-313, U.C.C.