reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 1. Short Title, General Construction and Subject Matter › § 2-107. Goods to be severed from realty; recording.

§§ 2-107. 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 Article 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 Article 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.
5A Del. C. 1953, §§  2-107;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  3;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-201. Formal requirements; statute of frauds.

§§ 2-201. 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 a record 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 the party's authorized agent or broker. A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.
(2) Between merchants if within a reasonable time a record 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 the party unless notice in a record 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 the party's 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 (Section 2-606).
5A Del. C. 1953, §§  2-201;  55 Del. Laws, c. 349;  70 Del Laws, c. 186,, §  1;  84 Del. Laws, c. 42, § 1;  84 Del. Laws, c. 174, § 7;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-202. Final expression: parol or extrinsic evidence.

§§ 2-202. Final 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 record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) By course of performance, course of dealing, or usage of trade (§ 1-303); and
(b) By evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
5A Del. C. 1953, §§  2-202;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  5;  84 Del. Laws, c. 174, § 8;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-203. Seals inoperative.

§§ 2-203. Seals inoperative.
The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
5A Del. C. 1953, §§  2-203;  55 Del. Laws, c. 349;  84 Del. Laws, c. 174, § 9;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-204. Formation in general.

§§ 2-204. Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
5A Del. C. 1953, §§  2-204;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-205. Firm offers.

§§ 2-205. Firm offers.
An offer by a merchant to buy or sell goods in a signed record 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.
5A Del. C. 1953, §§  2-205;  55 Del. Laws, c. 349;  84 Del. Laws, c. 174, § 10;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-206. Offer and acceptance in formation of contract.

§§ 2-206. Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances
(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
5A Del. C. 1953, §§  2-206;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-207. Additional terms in acceptance or confirmation.

§§ 2-207. Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under this subtitle.
5A Del. C. 1953, §§  2-207;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-209. Modification, rescission, and waiver.

§§ 2-209. Modification, rescission, and waiver.
(1) An agreement modifying a contract within this Article needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this Article (Section 2-201) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
5A Del. C. 1953, §§  2-209;  55 Del. Laws, c. 349;  84 Del. Laws, c. 174, § 11;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 2. Form, Formation and Readjustment of Contract › § 2-210. Delegation of performance; assignment of rights.

§§ 2-210. Delegation of performance; assignment of rights.
(1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2) Except as otherwise provided in Section 9-406, unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him or her by his or her contract, or impair materially his or her chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his or her 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 (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) 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 him or her 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 his or her rights against the assignor demand assurances from the assignee (Section 2-609).
5A Del. C. 1953, §§  2-210;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  72 Del. Laws, c. 401, §  7;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-301. General obligations of parties.

§§ 2-301. General obligations of parties.
The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
5A Del. C. 1953, §§  2-301;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-302. Unconscionable contract or clause.

§§ 2-302. Unconscionable contract or clause.
(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
5A Del. C. 1953, §§  2-302;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-303. Allocation or division of risks.

§§ 2-303. Allocation or division of risks.
Where this Article allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the allocation but may also divide the risk or burden.
5A Del. C. 1953, §§  2-303;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-304. Price payable in money, goods, realty, or otherwise.

§§ 2-304. Price payable in money, goods, realty, or otherwise.
(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he or she is to transfer.
(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
5A Del. C. 1953, §§  2-304;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-305. Open price term.

§§ 2-305. Open price term.
(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if
(a) nothing is said as to price; or
(b) the price is left to be agreed by the parties and they fail to agree; or
(c) the price to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2) A price to be fixed by the seller or by the buyer means a price for him or her to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his or her option treat the contract as cancelled or himself or herself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
5A Del. C. 1953, §§  2-305;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-306. Output, requirements and exclusive dealings.

§§ 2-306. Output, requirements and exclusive dealings.
(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.
(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
5A Del. C. 1953, §§  2-306;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-307. Delivery in single lot or several lots.

§§ 2-307. Delivery in single lot or several lots.
Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
5A Del. C. 1953, §§  2-307;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-308. Absence of specified place for delivery.

§§ 2-308. Absence of specified place for delivery.
Unless otherwise agreed
(a) the place for delivery of goods is the seller's place of business or if he or she has none his or her residence; but
(b) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and
(c) documents of title may be delivered through customary banking channels.
5A Del. C. 1953, §§  2-308;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-309. Absence of specific time provisions; notice of termination.

§§ 2-309. Absence of specific time provisions; notice of termination.
(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.
(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
5A Del. C. 1953, §§  2-309;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-310. Open time for payment or running of credit; authority to ship under reservation.

§§ 2-310. Open time for payment or running of credit; authority to ship under reservation.
Unless otherwise agreed
(a) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and
(b) if the seller is authorized to send the goods he or she may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (Section 2-513); and
(c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due regardless of where the goods are to be received (i) at the time and place at which the buyer is to receive delivery of the tangible documents or (ii) at the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or if none, the seller's residence; and
(d) where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
5A Del. C. 1953, §§  2-310;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  7;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-311. Options and cooperation respecting performance.

§§ 2-311. Options and cooperation respecting performance.
(1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of Section 2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of Section 2-319 specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies
(a) is excused for any resulting delay in his or her own performance; and
(b) may also either proceed to perform in any reasonable manner or after the time for a material part of his or her own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
5A Del. C. 1953, §§  2-311;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-312. Warranty of title and against infringement; buyer's obligation against infringement.

§§ 2-312. Warranty of title and against infringement; buyer's obligation against infringement.
(1) Subject to subsection (2) there is in a contract for sale a warranty by the seller that
(a) the title conveyed shall be good, and its transfer rightful; and
(b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.
(2) A warranty under subsection (1) will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or herself or that he or she is purporting to sell only such right or title as he or she or a third person may have.
(3) Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
5A Del. C. 1953, §§  2-312;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-313. Express warranties by affirmation, promise, description, sample.

§§ 2-313. Express warranties by affirmation, promise, description, sample.
(1) Express warranties by the seller are created as follows:
(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.
(c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.
(2) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that he or she have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.
5A Del. C. 1953, §§  2-313;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-314. Implied warranty; merchantability; usage of trade.

§§ 2-314. Implied warranty; merchantability; usage of trade.
(1) Unless excluded or modified (Section 2-316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.
(2) Goods to be merchantable must be at least such as
(a) pass without objection in the trade under the contract description; and
(b) in the case of fungible goods, are of fair average quality within the description; and
(c) are fit for the ordinary purposes for which such goods are used; and
(d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and
(e) are adequately contained, packaged, and labeled as the agreement may require; and
(f) conform to the promises or affirmations of fact made on the container or label if any.
(3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of dealing or usage of trade.
5A Del. C. 1953, §§  2-314;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-315. Implied warranty; fitness for particular purpose.

§§ 2-315. Implied warranty; fitness for particular purpose.
Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.
5A Del. C. 1953, §§  2-315;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-316. Exclusion or modification of warranties.

§§ 2-316. Exclusion or modification of warranties.
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this Article on parol or extrinsic evidence (Section 2-202) negation or limitation is inoperative to the extent that such construction is unreasonable.
(2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.”
(3) Notwithstanding subsection (2)
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, “with all faults” or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and
(b) when the buyer before entering into the contract has examined the goods or the sample or model as fully as he or she desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him or her; and
(c) an implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.
(4) Remedies for breach of warranty can be limited in accordance with the provisions of this Article on liquidation or limitation of damages and on contractual modification of remedy (Sections 2-718 and 2-719).
(5) The implied warranties of merchantability and fitness shall not be applicable to a contract for the sale of human blood, blood plasma or other human tissue or organs from a blood bank or reservoir of such other tissues or organs. Such blood, blood plasma or tissue or organs shall not for the purposes of this Article be considered commodities or goods subject to sale or barter, but shall be considered as medical services.
5A Del. C. 1953, §§  2-316;  55 Del. Laws, c. 349;  55 Del. Laws, c. 391;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-317. Cumulation and conflict of warranties express or implied.

§§ 2-317. Cumulation and conflict of warranties express or implied.
Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:
(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b) A sample from an existing bulk displaces inconsistent general language of description.
(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
5A Del. C. 1953, §§  2-317;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-318. Third party beneficiaries of warranties express or implied.

§§ 2-318. Third party beneficiaries of warranties express or implied.
A seller's warranty whether express or implied extends to any natural person who may reasonably be expected to use, consume or be affected by the goods and who is injured by breach of the warranty. A seller may not exclude or limit the operation of this section.
5A Del. C. 1953, §§  2-318;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-319. F.O.B. and F.A.S. terms.

§§ 2-319. F.O.B. and F.A.S. terms.
(1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which
(a) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this Article (Section 2-504) and bear the expense and risk of putting them into the possession of the carrier; or
(b) when the term is F.O.B. the place of destination, the seller must at his or her own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (Section 2-503);
(c) when under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his or her own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (Section 2-323).
(2) Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must
(a) at his or her own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and
(b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.
(3) Unless otherwise agreed in any case falling within subsection (1) (a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this Article (Section 2-311). He or she may also at his or her option move the goods in any reasonable manner preparatory to delivery or shipment.
(4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
5A Del. C. 1953, §§  2-319;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-320. C.I.F. and C. & F. terms.

§§ 2-320. C.I.F. and C. & F. terms.
(1) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.
(2) Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his or her own expense and risk to
(a) put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and
(b) load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and
(c) obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and
(d) prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and
(e) forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights.
(3) Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligation and risks as a C.I.F. term except the obligation as to insurance.
(4) Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
5A Del. C. 1953, §§  2-320;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-321. C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival.

§§ 2-321. C.I.F. or C. & F.:
“net landed weights”; “payment on arrival”; warranty of condition on arrival.
Under a contract containing a term C.I.F. or C. & F.
(1) Where the price is based on or is to be adjusted according to “net landed weights”, “delivered weights”, “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.
(2) An agreement described in subsection (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
5A Del. C. 1953, §§  2-321;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-322. Delivery “ex-ship.”

§§ 2-322. Delivery “ex-ship.”
(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.
(2) Under such a term unless otherwise agreed
(a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and
(b) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
5A Del. C. 1953, §§  2-322;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-323. Form of bill of lading required in overseas shipment; “overseas.”

§§ 2-323. Form of bill of lading required in overseas shipment; “overseas.”
(1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.
(2) Where in a case within subsection (1) a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set
(a) Due tender of a single part is acceptable within the provisions of this Article on cure of improper delivery (subsection (1) of § 2-508); and
(b) Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.
(3) A shipment by water or by air or a contract contemplating such shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.
5A Del. C. 1953, §§  2-323;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  8;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-324. “No arrival, no sale” term.

§§ 2-324. “No arrival, no sale” term.
Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed,
(a) the seller must properly ship conforming goods and if they arrive by any means he or she must tender them on arrival but he or she assumes no obligation that the goods will arrive unless he or she has caused the non-arrival; and
(b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (Section 2-613).
5A Del. C. 1953, §§  2-324;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-325. “Letter of credit” term; “confirmed credit.”

§§ 2-325. “Letter of credit” term; “confirmed credit.”
(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him or her.
(3) Unless otherwise agreed the term “letter of credit” or “banker's credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market.
5A Del. C. 1953, §§  2-325;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-326. Sale on approval and sale or return; rights of creditors.

§§ 2-326. Sale on approval and sale or return; rights of creditors.
(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is
(a) a “sale on approval” if the goods are delivered primarily for use, and
(b) a “sale or return” if the goods are delivered primarily for resale.
(2) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.
(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (Section 2-201) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (Section 2-202).
5A Del. C. 1953, §§  2-326;  55 Del. Laws, c. 349;  72 Del. Laws, c. 401, §  8;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-327. Special incidents of sale on approval and sale or return.

§§ 2-327. Special incidents of sale on approval and sale or return.
(1) Under a sale on approval unless otherwise agreed
(a) although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and
(b) use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and
(c) after due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow any reasonable instructions.
(2) Under a sale or return unless otherwise agreed
(a) the option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and
(b) the return is at the buyer's risk and expense.
5A Del. C. 1953, §§  2-327;  55 Del. Laws, c. 349.;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 2. Sales › Part 3. General Obligation and Construction of Contract › § 2-328. Sale by auction.

§§ 2-328. Sale by auction.
(1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.
(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his or her discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.
(3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he or she announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his or her bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.
(4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his or her option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.
5A Del. C. 1953, §§  2-328;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;