reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter V. Operating Rules Governing Business of Bidcos › § 3343. Examination of Bidcos.

§ 3343. Examination of Bidcos.
(a) The Commissioner shall visit and examine each licensee as frequently as the Commissioner deems it necessary or expedient of such licensee. On the occasion of every such visit and examination, the Commissioner shall (in company with 1 or more of the officers of such licensee, if requested by such licensee) be given free access to every part of the office or place of business and to the assets, securities, books, papers and records of such licensee.
(b) If in the Commissioner's opinion it is necessary for a thorough examination of a licensee, the Commissioner may retain 1 or more accountants, attorneys, appraisers or other 3rd parties to assist the Commissioner in such examination. Within 10 days after receipt of a statement from the Commissioner, such licensee shall pay or reimburse the fees, costs and expenses of any 3rd parties retained by the Commissioner under this subsection.
(c) Any examination under this section may be made by any person or persons designated by the Commissioner, and in such case all the powers vested in the Commissioner by this section shall be possessed by such person or persons so designated. When any such examination is made without the presence of the Commissioner, the Commissioner shall give written authority to the person or persons conducting such examination, which shall be exhibited to any person contacted in the course of the investigation.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter VI. Enforcement Powers of Commissioner › § 3351. Investigations.

§ 3351. Investigations.
(a) The Commissioner may make such investigations within or without the State as the Commissioner may consider necessary or appropriate for determining whether to approve an application filed with the Commissioner under this chapter or for determining whether a licensee or other person has violated or is about to violate this chapter, to aid in the enforcement of this chapter or to aid in issuing an order or promulgating a rule or regulation pursuant to this chapter.
(b) Any investigation under this section may be made by any person or persons designated by the Commissioner, and in such case all the powers vested in the Commissioner by this section shall be possessed by such person or persons so designated. When any such investigation is made without the presence of the Commissioner, the Commissioner shall give written authority to the person or persons conducting such investigation, which shall be exhibited to any person contacted in the course of such investigation.
(c) For purposes of an investigation under this section, the Commissioner may administer oaths and affirmations, subpoena witnesses, including but not limited to the officers, directors, trustees, partners, managers and employees of any entity being examined, compel the attendance of witnesses, take evidence and require the production of books, papers, correspondence, memoranda, agreement or other documents or records which the Commissioner considers relevant to such investigation.
(d) If any person fails to comply with a subpoena or subpoena duces tecum issued by the Commissioner under this section or fails to testify with respect to a matter concerning which the person may be lawfully questioned, the Court of Chancery, upon application of the Commissioner, may issue an order requiring the attendance of such person and the giving of testimony or production of evidence.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter VI. Enforcement Powers of Commissioner › § 3352. False statements, entries or reports; penalty.

§ 3352. False statements, entries or reports; penalty.
Every director, officer, agent, clerk or employee of any entity affected by § 3343 or § 3351 of this title, who wilfully or knowingly subscribes or exhibits any false paper, with intent to deceive any person authorized to investigate or examine as to the condition of such entity, or who wilfully or knowingly subscribes to or makes any false report, shall be fined not less than $500 nor more than $1,000.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter VI. Enforcement Powers of Commissioner › § 3353. Violations; remedies.

§ 3353. Violations; remedies.
(a) Subject to the State Administrative Procedures Act, the Commissioner may issue an order, setting forth an appropriate remedy, including, without limitation, a cease-and-desist order, an order removing any person from office with a licensee or prohibiting any person from further participating in any manner in the conduct of the business of such licensee, upon a finding by the Commissioner that such licensee, subject person or other person:
(1) Has violated, is violating or is about to violate any provision of this chapter or other applicable law, rule or regulation;
(2) Has engaged or participated, or is engaging or participating or is about to engage or participate detrimentally with respect to the business of such licensee;
(3) Has been indicted or convicted for a crime involving dishonesty or breach of trust; or
(4) Is conducting acts that threaten the interests of such licensee or may threaten to impair public confidence in such licensee.
(b) The licensee, subject person or other person to whom an order is issued under subsection (a) of this section, is entitled to judicial review of such order as set forth in the State Administrative Procedures Act.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter VI. Enforcement Powers of Commissioner › § 3354. Receivership.

§ 3354. Receivership.
(a) If the Commissioner finds that a licensee is insolvent, or such licensee is transacting business without authority or in violation of this chapter or any other law or it is contrary to the purposes of this chapter for such licensee to continue business, the Commissioner shall communicate the facts to the Attorney General of the State who shall file in the Court of Chancery, in any county where such licensee is doing business, a complaint setting forth the facts and applying for an order requiring such licensee to show cause why its business should not be closed.
(b) In a proper case made, the Court of Chancery shall have the power to appoint a receiver to take charge of, settle and wind up the affairs of a licensee under the direction of the Court, to enjoin such licensee from doing business or to make such other order or decree as the circumstances shall warrant and the Court shall deem proper.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 33. BUSINESS AND INDUSTRIAL DEVELOPMENT CORPORATIONS › Subchapter VI. Enforcement Powers of Commissioner › § 3355. Penalties.

§ 3355. Penalties.
(a) Subject to the State Administrative Procedures Act, should the Commissioner find that any person has violated this chapter, other than that prohibited under § 3352 of this title, the Commissioner may order such person to pay to the State a civil penalty in such amount as the Commissioner may specify. However, the amount of any such civil penalty shall not exceed $10,000 for each violation, or in the case of a continuing violation, $10,000 for each day for which the violation continues.
(b) This section shall not apply to any act committed or omitted in good faith in conformity with an order, rule, declaratory ruling or written interpretative opinion of the Commissioner, notwithstanding that such order, rule, declaratory ruling or written interpretative opinion may be later amended, rescinded or repealed, or determined by judicial or other authority to be invalid for any reason.
(c) The provisions of subsection (a) of this section are in addition to, and not an alternative to, other provisions of this chapter which authorize the Commissioner to issue orders or to take other action on account of a violation of this chapter.
(d) The provisions of subsection (a) of this section are in addition to, and not an alternative to, any criminal penalties that may be available under state and federal law.
66 Del. Laws, c. 344, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3401. Definitions.

§ 3401. Definitions.
As used in this chapter, unless the context requires otherwise:
(1) “Commissioner” means the State Bank Commissioner.
(2) “Insured institution” means an insured depository institution (as defined in the Federal Deposit Insurance Act at 12 U.S.C. § 1813(c)(2)) or an insured credit union (as defined in the Federal Credit Union Act at 12 U.S.C. § 1752(7)) authorized by law to do business in this State.
(3) “Preneed burial contract” means a contract which has for a purpose the furnishing or performance of funeral services or the furnishing or delivery of personal property, merchandise or services of any nature in connection with the final disposition of a dead human body for future use at a time determinable by the death of the person whose body is to be disposed of, but does not mean the furnishing of a cemetery lot, mausoleum or memorial.
24 Del. C. 1953, §  3120;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  71 Del. Laws, c. 19, §§  10, 11;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3402. Preneed payments and increment as trust funds; disbursement of funds; exceptions.

§ 3402. Preneed payments and increment as trust funds; disbursement of funds; exceptions.
(a) All payments of money made to any person, partnership, association or corporation upon any agreement or contract, or any series or combination of agreements or contract, but not including the furnishing of cemetery lots or mausoleums, which has for a purpose the furnishing or performance of funeral services or the furnishing or delivery of personal property, merchandise or services of any nature in connection with the final disposition of a dead human body for future use at a time determinable by the death of the person whose body is to be disposed of, are held to be trust funds. The person, partnership, association or corporation receiving the payments is declared to be a trustee thereof and shall deposit all payments in a trust account with an insured institution. All of the interest, dividends, increases or accretions of whatever nature earned by the funds deposited in a trust account shall remain with the principal of such account and become a part thereof, subject to all of the regulations concerning the principal of said fund herein contained.
(b) Except where payment is made pursuant to § 3403 of this title or the trust is established in accordance with § 3404 of this title, all payments made under the agreement, contract or plan are and shall remain trust funds with the insured institution until the death of the person for whose service the funds were paid and until the delivery of all merchandise and full performance of all services called for by the agreement, contract or plan.
(c) Except as provided in § 3404 of this title, the funds shall not be paid by the insured institution until a certified statement is furnished to the insured institution setting forth that all of the terms and conditions of the agreement have been fully performed by the person, association, partnership, firm or corporation. Any balance remaining in the fund after payment for the merchandise and services as set forth in the agreement, contract or plan shall be paid to the estate of the beneficiary of the agreement, contract or plan.
(d) Subsection (a) of this section does not apply to contracts for funeral service or merchandise sold as burial insurance policies which are regulated by the Insurance Department of this State.
24 Del. C. 1953, §  3121;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 389, §§  1, 2;  69 Del. Laws, c. 165, §§  12, 13;  71 Del. Laws, c. 19, §§  10, 12, 13;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3403. Revocable trust accounts; refund to persons making payments.

§ 3403. Revocable trust accounts; refund to persons making payments.
(a) Except as provided in § 3404 of this title, upon the giving of 15 days' written notice, any person, partnership or corporation who has paid funds for a preneed funeral service may demand a refund of the entire amount actually paid, together with all interest, dividends, increases or accretions of any kind whatsoever which have been earned on such funds.
(b) The insured institution shall be relieved from further liability, after making payment to the person making payment of said funds, to the trustee upon receipt of the foregoing written notice. Notice of payment of funds under this section shall be given by the insured institution to the trustee.
24 Del. C. 1953, §  3122;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 389, §§  3, 4;  71 Del. Laws, c. 19, §§  10, 14, 15;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3404. Irrevocable trust accounts.

§ 3404. Irrevocable trust accounts.
(a) Any person, partnership or corporation who enters into a preneed funeral contract has the option, at any time, to establish an irrevocable trust for all funds or any portion of payments made or to be made under the agreement, contract or plan. At no time shall such funds exceed $15,000.
(b) The trust document establishing an irrevocable trust shall contain such specific provisions as the Commissioner may by regulation require.
68 Del. Laws, c. 389, §  5;  70 Del. Laws, c. 310, §  1;  71 Del. Laws, c. 19, §  10;  76 Del. Laws, c. 36, §  2;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3405. Trust funds; how kept and deposited.

§ 3405. Trust funds; how kept and deposited.
All trust funds mentioned in this chapter shall be deposited in the name of the trustee, as trustee, within 30 days after receipt thereof, with an insured institution and shall be held together with the interest, dividends or accretions thereon in trust subject to this chapter. The trustee at the time of making deposit or investment shall furnish to the insured institution the name of each payor and the amount of payment on each account for which the deposit or investment is being made.
24 Del. C. 1953, §  3123;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 389, §  5;  69 Del. Laws, c. 165, §  14;  71 Del. Laws, c. 19, §§  10, 16;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3406. License to accept preneed contract required; fees.

§ 3406. License to accept preneed contract required; fees.
(a) No person, firm, partnership, association or corporation may, without first securing from the Commissioner a license, accept or hold payments made on preneed burial contracts, except insured institutions as defined in § 3401 of this title. Application for a license shall be in writing, signed by the applicant and duly verified on forms furnished by the Commissioner. Each application shall contain at least the following:
The full name and address (both residence and place of business) of the applicant and every member, officer and director thereof if the applicant is a firm, partnership, association or corporation. Any license issued pursuant to the application shall be valid only at the address stated in the application for the applicant or at a new address approved by the Commissioner.
(b) Upon receipt of the application and payment of a license fee of $25, the Commissioner shall issue a license, unless the Commissioner determines that the applicant has made false statements or representations in the application, or is insolvent, or has conducted or is about to conduct business in a fraudulent manner, or is not duly authorized to transact business in this State.
24 Del. C. 1953, §  3124;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 389, §  5;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 19, §§  10, 17;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3407. Records of licensee; requirements; inspection.

§ 3407. Records of licensee; requirements; inspection.
The licensee shall keep accurate accounts, books and records in this State of all transactions, copies of all agreements, dates and amounts of payments made and accepted thereon, the names and addresses of the contracting parties, the persons for whose benefit funds are accepted, and the names of the insured institutions in which the funds are deposited or invested. The licensee shall make all books and records pertaining to the trust funds available to the Commissioner for examination. The Commissioner may at any time investigate the books, records and accounts of the licensee with respect to its trust funds, and for that purpose may require the attendance of and examine under oath all persons whose testimony the Commissioner may require.
24 Del. C. 1953, §  3125;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 389, §  5;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 19, §§  10, 18;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3408. Periodic report requirements.

§ 3408. Periodic report requirements.
A licensee shall file with the Commissioner such reports at such time as the Commissioner may require. Any reports required by the Commissioner under this section shall be in such form and shall contain such information as the Commissioner may specify.
68 Del. Laws, c. 303, §  10;  71 Del. Laws, c. 19, §  10;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3409. State Bank Commissioner to enforce law and establish rules and regulations.

§ 3409. State Bank Commissioner to enforce law and establish rules and regulations.
The Commissioner shall enforce this chapter and has the power to make investigations, subpoena witnesses, require audits and reports and conduct hearings as to violations of any provision, and to establish such rules and regulations as are necessary to carry out this chapter.
24 Del. C. 1953, §  3127;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 303, §  10;  68 Del. Laws, c. 389, §  5;  71 Del. Laws, c. 19, §  10;
2023 Delaware Code › Title 5 - Banking › Chapter 34. PRENEED FUNERAL CONTRACTS › § 3410. Penalty.

§ 3410. Penalty.
Any person wilfully violating this chapter shall be fined not less than $500 nor more than $1,000.
24 Del. C. 1953, §  3126;  58 Del. Laws, c. 415, §  2;  63 Del. Laws, c. 145, §  1;  68 Del. Laws, c. 303, §  10;  68 Del. Laws, c. 389, §  5;  71 Del. Laws, c. 19, §  10;
2023 Delaware Code › Title 5 - Banking › Chapter 50. PAYMENT NETWORKS › § 5001. “Payment network” defined.

§ 5001. “Payment network” defined.
The term “payment network” as used in this chapter means a nonstock member corporation incorporated under Title 8 which has 50 percent or more of its members organized as:
(1) Banks, thrifts, credit unions or other financial institutions, under the laws of this State, any other state, the laws of a foreign country, the United States of America, a territory of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands; or
(2) Organizations whose direct or indirect owners or members are financial institutions described in paragraph (1) of this section above, and which has as its principal business the provision of payment network services.
75 Del. Laws, c. 233, §  1;
2023 Delaware Code › Title 5 - Banking › Chapter 50. PAYMENT NETWORKS › § 5002. Voting rights of members and selection of governing body.

§ 5002. Voting rights of members and selection of governing body.
Notwithstanding any other provision of the laws of this State contained in Title 8 or elsewhere:
(1) Unless otherwise provided in the certificate of incorporation of a payment network, or, if the certificate of incorporation so provides, in its bylaws, each member shall be entitled at every meeting of members to 1 vote in person or by proxy;
(2) The election, appointment or designation of the members of the governing body of a payment network, including the voting rights of members and rights of persons other than members with respect to election, appointment or designation of the members of the governing body, shall be as provided in its bylaws, its certificate of incorporation, or both; and
(3) Any member action or corporate action with respect to the election, appointment or designation of the members of the governing body of a payment network from and after its date of incorporation taken pursuant to the provisions of its bylaws, its certificate of incorporation, or both, shall be deemed as having been taken under and shall be governed by this section.
75 Del. Laws, c. 233, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-101. Short titles.

§§ 1-101. Short titles.
(a) This subtitle may be cited as the Uniform Commercial Code.
(b) This article may be cited as Uniform Commercial Code — General Provisions.
5A Del. C. 1953, §§  1-101;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-103. Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law.

§§ 1-103. Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law.
(a) The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:
(1) To simplify, clarify, and modernize the law governing commercial transactions;
(2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3) To make uniform the law among the various jurisdictions.
(b) Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.
5A Del. C. 1953, §§  1-102;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-104. Construction against implied repeal.

§§ 1-104. Construction against implied repeal.
The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-105. Severability.

§§ 1-105. Severability.
If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-106. Use of singular and plural; gender.

§§ 1-106. Use of singular and plural; gender.
In the Uniform Commercial Code, unless the statutory context otherwise requires:
(1) Words in the singular number include the plural, and those in the plural include the singular; and
(2) Words of any gender also refer to any other gender.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 1. General Provisions › § 1-108. Relation to Electronic Signatures in Global and National Commerce Act.

§§ 1-108. Relation to Electronic Signatures in Global and National Commerce Act.
This subtitle modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, (15 U.S.C. § 7001, et seq.) but does not modify, limit, or supersede § 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in § 103(b) of that act (15 U.S.C. § 7003(b)).
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 2. General Definitions and Principles of Interpretation › § 1-202. Notice; knowledge.

§§ 1-202. Notice; knowledge.
(a) Subject to subsection (f), a person has “notice” of a fact if the person:
(1) Has actual knowledge of it;
(2) Has received a notice or notification of it; or
(3) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(b) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.
(c) “Discover”, “learn”, or words of similar import refer to knowledge rather than to reason to know.
(d) A person “notifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
(e) Subject to subsection (f), a person “receives” a notice or notification when:
(1) It comes to that person's attention; or
(2) It is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(f) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
5A Del. C. 1953, §§  1-201;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  2;  68 Del. Laws, c. 249, §  3;  70 Del. Laws, c. 86, §  1;  72 Del. Laws, c. 401, §§  3-5;  73 Del. Laws, c. 329, §  5;  73 Del. Laws, c. 330, §  2;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 2. General Definitions and Principles of Interpretation › § 1-204. Value.

§§ 1-204. Value.
Except as otherwise provided in Articles 3, 4, 5, and 12, a person gives value for rights if the person acquires them:
(1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2) As security for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting delivery under a preexisting contract for purchase; or
(4) In return for any consideration sufficient to support a simple contract.
74 Del. Laws, c. 332, §  1;  84 Del. Laws, c. 174, § 2;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 2. General Definitions and Principles of Interpretation › § 1-205. Reasonable time; seasonableness.

§§ 1-205. Reasonable time; seasonableness.
(a) Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.
(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 2. General Definitions and Principles of Interpretation › § 1-206. Presumptions.

§§ 1-206. Presumptions.
Whenever the Uniform Commercial Code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-301. Territorial applicability; parties' power to choose applicable law.

§§ 1-301. Territorial applicability; parties' power to choose applicable law.
(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.
(b) In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.
(c) If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) Section 2-402;
(2) Sections 2A-105 and 2A-106;
(3) Section 4-102;
(4) Section 4A-507;
(5) Section 5-116;
(6) Section 8-110;
(7) Sections 9-301 through 9-307;
(8) Section 12-107.
5A Del. C. 1953., §§  1-105;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  1;  68 Del. Laws, c. 249, §  2;  68 Del. Laws, c. 430, §  2;  70 Del. Laws, c. 439, §  2;  71 Del. Laws, c. 75, §  16;  71 Del. Laws, c. 393, §  2;  72 Del. Laws, c. 401, §  2;  73 Del. Laws, c. 330, §  1;  74 Del. Laws, c. 332, §  1;  84 Del. Laws, c. 174, § 3;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-302. Variation by agreement.

§§ 1-302. Variation by agreement.
(a) Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c) The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed”, or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-303. Course of performance, course of dealing, and usage of trade.

§§ 1-303. Course of performance, course of dealing, and usage of trade.
(a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:
(1) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(2) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(b) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(c) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(d) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(e) Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:
(1) Express terms prevail over course of performance, course of dealing, and usage of trade;
(2) Course of performance prevails over course of dealing and usage of trade; and
(3) Course of dealing prevails over usage of trade.
(f) Subject to § 2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(g) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
5A Del. C. 1953, §§  1-205;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-304. Obligation of good faith.

§§ 1-304. Obligation of good faith.
Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.
5A Del. C. 1953, §§  1-203;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-305. Remedies to be liberally administered.

§§ 1-305. Remedies to be liberally administered.
(a) The remedies provided by the Uniform Commercial Code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in the Uniform Commercial Code or by other rule of law.
(b) Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.
5A Del. C. 1953, §§  1-106;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-306. Waiver or renunciation of claim or right after breach.

§§ 1-306. Waiver or renunciation of claim or right after breach.
A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.
5A Del. C. 1953, §§  1-107;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;  84 Del. Laws, c. 174, § 4;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-307. Prima facie evidence by third-party documents.

§§ 1-307. Prima facie evidence by third-party documents.
A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
5A Del. C. 1953, §§  1-202;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-308. Performance or acceptance under reservation of rights.

§§ 1-308. Performance or acceptance under reservation of rights.
(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.
(b) Subsection (a) does not apply to an accord and satisfaction.
5A Del. C. 1953, §§  1-207;  55 Del. Laws, c. 349;  70 Del. Laws, c. 86, §  2;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-309. Option to accelerate at will.

§§ 1-309. Option to accelerate at will.
A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
5A Del. C. 1953, §§  1-208;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 1. General Provisions › Part 3. Territorial Applicability and General Rules › § 1-310. Subordinated obligations.

§§ 1-310. Subordinated obligations.
An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
74 Del. Laws, c. 332, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-101. Short title.

§§ 2-101. Short title.
This Article shall be known and may be cited as Uniform Commercial Code — Sales.
5A Del. C. 1953, §§  2-101;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-102. Scope; certain security and other transactions excluded from this article.

§§ 2-102. Scope; certain security and other transactions excluded from this article.
(1) Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2).
(2) In a hybrid transaction:
(a) If the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.
(b) If the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.
(3) This Article does not:
(a) apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or
(b) impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.
5A Del. C. 1953, §§  2-102;  55 Del. Laws, c. 349;  84 Del. Laws, c. 174, § 5;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-103. Definitions and index of definitions.

§§ 2-103. Definitions and index of definitions.
(1) In this Article unless the context otherwise requires:
(a) “Buyer” means a person who buys or contracts to buy goods.
(b) [Repealed.]
(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 Article or to specified Parts thereof, and the sections in which they appear are:
“Acceptance”. Section 2-606.
“Banker's credit”. Section 2-325.
“Between merchants”. Section 2-104.
“Cancellation”. Section 2-106(4).
“Commercial unit”. Section 2-105.
“Confirmed credit”. Section 2-325.
“Conforming to contract”. Section 2-106.
“Contract for sale”. Section 2-106.
“Cover”. Section 2-712.
“Entrusting”. Section 2-403.
“Financing agency”. Section 2-104.
“Future goods”. Section 2-105.
“Goods”. Section 2-105.
“Identification”. Section 2-501.
“Installment contract”. Section 2-612.
“Letter of Credit”. Section 2-325.
“Lot”. Section 2-105.
“Merchant”. Section 2-104.
“Overseas”. Section 2-323.
“Person in position of seller”. Section 2-707.
“Present sale”. Section 2-106.
“Sale”. Section 2-106.
“Sale on approval”. Section 2-326.
“Sale or return”. Section 2-326.
“Termination”. Section 2-106.
(3) “Control” as provided in § 7-106 and the following definitions in other Articles apply to this Article:
“Check”. Section 3-104.
“Consignee”. Section 7-102.
“Consignor”. Section 7-102.
“Consumer goods”. Section 9-102.
“Dishonor”. Section 3-502.
“Draft”. Section 3-104.
(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
5A Del. C. 1953, §§  2-103;  55 Del. Laws, c. 349;  72 Del. Laws, c. 401, §  6;  74 Del. Laws, c. 332, §§  2, 3;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-104. Definitions: “merchant”; “between merchants”; “financing agency.”

§§ 2-104. Definitions:
“merchant”; “between merchants”; “financing agency.”
(1) “Merchant” means a person who deals in goods of the kind or otherwise by his or her 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 his 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 (§ 2-707).
(3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
5A Del. C. 1953, §§  2-104;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  4;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-105. Definitions: transferability; “goods”; “future goods”; “lot”; “commercial unit.”

§§ 2-105. 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 (Article 8) 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 (Section 2-107).
(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.
5A Del. C. 1953, §§  2-105;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-106. Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction”.

§§ 2-106. Definitions:
“contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction”.
(1) In this Article 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 (Section 2-401). 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 cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
(5) “Hybrid transaction” means a single transaction involving a sale of goods and:
(a) the provision of services;
(b) a lease of other goods; or
(c) a sale, lease, or license of property other than goods.
5A Del. C. 1953, §§  2-106;  55 Del. Laws, c. 349;  84 Del. Laws, c. 174, § 6;