reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-201 - Formal requirements - statute of frauds

(1)
Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars 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 (1) 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) of this section against the party unless notice in a record of objection to its contents is given within ten days after it is received.
(3)
A contract which does not satisfy the requirements of subsection (1) of this section but which is valid in other respects is enforceable:
(a)
If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b)
If the party against whom enforcement is sought admits in his 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
4-2-606
).
Amended by 2023 Ch. 136,§ 7, eff. 8/7/2023.
L. 65: p. 1302, § 1. C.R.S. 1963: § 155-2-201.
2023 Ch. 136, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
For what constitutes acceptance of goods, see §4-2-606 .
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-202 - 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 dealing, usage of trade, or by course of performance (section
4-1-303
); 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.
Amended by 2023 Ch. 136,§ 8, eff. 8/7/2023.
L. 65: p. 1303, § 1. C.R.S. 1963: § 155-2-202. L. 2006: (a) amended, p. 490, § 5, effective September 1.
2023 Ch. 136, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
For the course of performance or practical construction, see §4-2-208 .
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-203 - 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 recording of a sealed instrument, and the law with respect to sealed instruments does not apply to such a contract or offer.
Amended by 2023 Ch. 136,§ 9, eff. 8/7/2023.
L. 65: p. 1303, § 1. C.R.S. 1963: § 155-2-203.
2023 Ch. 136, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-204 - 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.
L. 65: p. 1303, § 1. C.R.S. 1963: § 155-2-204.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-205 - 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 three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Amended by 2023 Ch. 136,§ 10, eff. 8/7/2023.
L. 65: p. 1303, § 1. C.R.S. 1963: § 155-2-205.
2023 Ch. 136, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-206 - 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 nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2)
Where the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
L. 65: p. 1304, § 1. C.R.S. 1963: § 155-2-206.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-207 - 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 any other provisions of this title.
L. 65: p. 1304, § 1. C.R.S. 1963: § 155-2-207.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-208 - Course of performance or practical construction

(1)
Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.
(2)
The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade (section
4-1-303
).
(3)
Subject to the provisions of section
4-2-209
on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance.
L. 65: p. 1304, § 1. C.R.S. 1963: § 155-2-208. L. 2006: (2) amended, p. 490, § 6, effective September 1.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 2 - FORM, FORMATION, AND READJUSTMENT OF CONTRACT (§§ 4-2-201 — 4-2-210) › Section 4-2-209 - 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
4-2-201
) 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) of this section, 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.
Amended by 2023 Ch. 136,§ 11, eff. 8/7/2023.
L. 65: p. 1305, § 1. C.R.S. 1963: § 155-2-209.
2023 Ch. 136, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-301 - 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.
L. 65: p. 1306, § 1. C.R.S. 1963: § 155-2-301.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-302 - 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.
L. 65: p. 1306, § 1. C.R.S. 1963: § 155-2-302.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-303 - 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.
L. 65: p. 1307, § 1. C.R.S. 1963: § 155-2-303.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-304 - 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 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.
L. 65: p. 1307, § 1. C.R.S. 1963: § 155-2-304.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-305 - 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 is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2)
A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(3)
When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party, the other may at his option treat the contract as cancelled or himself fix a reasonable price.
(4)
Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed, there is no contract. In such a case, the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
L. 65: p. 1307, § 1. C.R.S. 1963: § 155-2-305.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-306 - 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.
L. 65: p. 1307, § 1. C.R.S. 1963: § 155-2-306.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-307 - 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.
L. 65: p. 1308, § 1. C.R.S. 1963: § 155-2-307.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-308 - 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 has none his 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.
L. 65: p. 1308, § 1. C.R.S. 1963: § 155-2-308.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-309 - 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.
L. 65: p. 1308, § 1. C.R.S. 1963: § 155-2-309.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-310 - 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 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
4-2-513
); and
(c)
If delivery is authorized and made by way of documents of title otherwise than by subsection (b) of this section, 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 postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
L. 65: p. 1308, § 1. C.R.S. 1963: § 155-2-310. L. 2006: (c) amended, p. 491, § 7, effective September 1.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-311 - Options and cooperation respecting performance

(1)
An agreement for sale which is otherwise sufficiently definite (subsection (3) of section
4-2-204
) 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
4-2-319
, 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 own performance; and
(b)
May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
L. 65: p. 1309, § 1. C.R.S. 1963: § 155-2-311.
For the F.O.B. and F.A.S. terms, see § 4-2-319(1)(c) and (3).
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-312 - Warranty of title and against infringement - buyer's obligation against infringement

(1)
Subject to subsection (2) of this section, 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) of this section 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 that he is purporting to sell only such right or title as he or a third person may have.
(3)
Unless otherwise agreed, a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like, but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
L. 65: p. 1309, § 1. C.R.S. 1963: § 155-2-312.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-313 - 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 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.
L. 65: p. 1310, § 1. C.R.S. 1963: § 155-2-313.
For warranties relating to motor vehicles, see article 10 of title 42.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-314 - Implied warranty - merchantability - usage of trade

(1)
Unless excluded or modified (section
4-2-316
), 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
4-2-316
), other implied warranties may arise from course of dealing or usage of trade.
L. 65: p. 1310, § 1. C.R.S. 1963: § 155-2-314.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-315 - 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 section
4-2-316
, an implied warranty that the goods shall be fit for such purpose.
L. 65: p. 1311, § 1. C.R.S. 1963: § 155-2-315.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-316 - 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
4-2-202
), negation or limitation is inoperative to the extent that such construction is unreasonable.
(2)
Subject to subsection (3) of this section, to exclude or modify the implied warranty of merchantability or any part of it, the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify 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) of this section:
(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 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; 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
4-2-718
and
4-2-719
).
L. 65: p. 1311, § 1. C.R.S. 1963: § 155-2-316.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-317 - 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.
L. 65: p. 1312, § 1. C.R.S. 1963: § 155-2-317.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-318 - Third party beneficiaries of warranties express or implied

A seller's warranty whether express or implied extends to any 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.
L. 65: p. 1312, § 1. C.R.S. 1963: § 155-2-318.
Colorado legislative change:
Colorado changed "natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may" to read "person who may reasonably be expected to".
COLORADO COMMENT
This section, as amended by Colorado, extends to any person reasonably expected to use, consume, or be affected by goods the same warranty which the buyer received in the contract of sale, thereby freeing any such beneficiaries from any technical rules as to "privity". The Colorado change enlarges the potential liability of a seller by extending the warranty to other persons in the distributive chain. This section seeks to accomplish this purpose without any derogation of any right or remedy resting on negligence. It rests primarily upon the merchant-seller's warranty under this Article that the goods sold are merchantable and fit for the ordinary purposes for which such goods are used rather than the warranty of fitness for a particular purpose. Implicit in the section is that any beneficiary of a warranty may bring a direct action for breach of warranty against the seller whose warranty extends to him.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-319 - 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
4-2-504
) 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 own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this article (section
4-2-503
);
(c)
When under either paragraph (a) or (b) of this subsection the term is also F.O.B. vessel, car, or other vehicle, the seller must in addition at his 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
4-2-323
).
(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 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 (1)(c) or subsection (2) of this section, 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
4-2-311
). He may also at his 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.
L. 65: p. 1313, § 1. C.R.S. 1963: § 155-2-319.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-320 - C.I.F. and C. and 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 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 obligations 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.
L. 65: p. 1314, § 1. C.R.S. 1963: § 155-2-320.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-321 - C.I.F. or C. and 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) of this section 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.
L. 65: p. 1314, § 1. C.R.S. 1963: § 155-2-321.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-322 - 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.
L. 65: p. 1315, § 1. C.R.S. 1963: § 155-2-322.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-323 - 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 a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term "C.I.F." or "C. & F.", received for shipment.
(2)
Where in a case within subsection (1) of this section a tangible bill of lading has been issued in a set of parts, unless otherwise agreed, if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise, only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set:
(a)
Due tender of a single part is acceptable within the provisions of this article on cure of improper delivery (subsection (1) of section
4-2-508
); 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.
L. 65: p. 1315, § 1. C.R.S. 1963: § 155-2-323. L. 2006: IP(2) amended, p. 491, § 8, effective September 1.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-324 - "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 must tender them on arrival, but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; 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
4-2-613
).
L. 65: p. 1316, § 1. C.R.S. 1963: § 155-2-324.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-325 - "Letter of credit" - "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.
(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.
L. 65: p. 1316, § 1. C.R.S. 1963: § 155-2-325.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-326 - 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
4-2-201
) and as contradicting the sale aspect of the contract within the provisions of this article on parol or extrinsic evidence (section
4-2-202
).
(4)
The provisions of this section shall not apply to the placement of works of fine art on consignment, which shall be governed by the provisions of part 1 of article
15
of title
6
.
Amended by 2017 Ch. 163,§ 5, eff. 8/9/2017.
L. 65: p. 1317, § 1. C.R.S. 1963: § 155-2-326. L. 82: (5) added, p. 231, § 2, effective March 25. L. 2001: Entire section amended, p. 1436, § 20, effective July 1. L. 2017: (4) amended, (HB 17-1241), ch. 163, p. 605, § 5, effective August 9.
Colorado legislative change:
There is no counterpart to subsection (5) in the uniform act. Subsection (5) was renumbered as subsection (4) in 2001.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-327 - 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.
L. 65: p. 1317, § 1. C.R.S. 1963: § 155-2-327.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 4-2-301 — 4-2-328) › Section 4-2-328 - 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 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 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 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 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.
L. 65: p. 1318, § 1. C.R.S. 1963: § 155-2-328.
2023 Colorado Revised Statutes › Title 4 - UNIFORM COMMERCIAL CODE (§§ 4-1-101 — 4-13-306) › Article 2 - SALES (§§ 4-2-101 — 4-2-725) › Part 4 - TITLE, CREDITORS, AND GOOD FAITH PURCHASERS (§§ 4-2-401 — 4-2-403) › Section 4-2-402 - Rights of seller's creditors against sold goods

(1)
Except as provided in subsections (2) and (3) of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article (sections
4-2-502
and
4-2-716
).
(2)
A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated; except, that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.
(3)
Nothing in this article shall be deemed to impair the rights of creditors of the seller:
(a)
Under the provisions of the article on secured transactions (article
9
of this title); or
(b)
Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security, or the like and is made under circumstances which under any rule of law of the state where the goods are situated would, apart from this article, constitute the transaction a fraudulent transfer or voidable preference.
L. 65: p. 1320, § 1. C.R.S. 1963: § 155-2-402.