reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-205. Course of Dealing, Course of Performance, and Usage of Trade

Sec. 205. (1) A course of dealing is a sequence of previous conduct between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(2) A course of performance is a sequence of conduct between the parties to a particular transaction that exists if the:
(a) agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(b) other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(3) A usage of trade is any practice or method of dealing having such regularity of observance in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a written trade code or similar writing the interpretation of the writing is for the court.
(4) A course of dealing or course of performance between parties and any usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware give particular meaning to and supplement or qualify terms of an agreement.
(5) Except as provided in subsection (8), the express terms of an agreement and an applicable course of dealing, course of performance, or usage of trade shall be construed wherever reasonable as consistent with each other. If such a construction is unreasonable:
(a) express terms prevail over course of dealing and course of performance;
(b) course of performance prevails over course of dealing and usage of trade; and
(c) course of dealing prevails over usage of trade.
(6) An applicable usage of trade in the place where any part of performance is to occur shall be used in interpreting the agreement as to that part of the performance.
(7) Evidence of a relevant usage of trade offered by one party is not admissible unless and until the party has given the other party such notice as the court finds sufficient to prevent unfair surprise to the latter.
(8) Subject to IC 26-1-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
Formerly: Acts 1963, c.317, s.1-205. As amended by P.L.143-2007, SEC.4.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-206. Statute of Frauds for Kinds of Personal Property Not Otherwise Covered

Sec. 206. (1) Except in the cases described in subsection (2), a contract for the sale of personal property is not enforceable by way of action or defense beyond five thousand dollars ($5,000) in amount or value of remedy unless there is some writing which indicates that a contract for sale has been made between the parties at a defined or stated price, reasonably identifies the subject matter, and is signed by the party against whom enforcement is sought or by his authorized agent.
(2) Subsection (1) does not apply to contracts for the sale of goods (IC 26-1-2-201) nor to security agreements (IC 26-1-9.1-201).
Formerly: Acts 1963, c.317, s.1-206. As amended by P.L.152-1986, SEC.118; P.L.247-1995, SEC.2; P.L.57-2000, SEC.13.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-207. Performance or Acceptance Under Reservation of Rights

Sec. 207. (1) A party who, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice", "under protest" or the like are sufficient.
(2) Subsection (1) does not apply to an accord and satisfaction.
Formerly: Acts 1963, c.317, s.1-207. As amended by P.L.222-1993, SEC.2.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-208. Option to Accelerate at Will

Sec. 208. A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import shall be construed to mean that he shall have power to do so only if he in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against whom the power has been exercised.
Formerly: Acts 1963, c.317, s.1-208.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-301. Choice of Law

Sec. 301. (1) Except as otherwise provided in this section, if a transaction bears a reasonable relation to Indiana and also to another state or nation, the parties may agree that the law either of Indiana or of the other state or nation shall govern their rights and duties.
(2) In the absence of an agreement under subsection (1), and except as provided in subsection (3), IC 26-1 applies to transactions bearing an appropriate relation to Indiana.
(3) If any of the following provisions specifies the applicable law, that provision governs, and a contrary agreement is effective only to the extent permitted by the law so specified:
(a) IC 26-1-2-402.
(b) IC 26-1-2.1-105 and IC 26-1-2.1-106.
(c) IC 26-1-4-102.
(d) IC 26-1-4.1-507.
(e) IC 26-1-5.1-116.
(f) IC 26-1-8.1-110.
(g) IC 26-1-9.1-301 through IC 26-1-9.1-307.
(h) IC 26-1-12-107.
As added by P.L.143-2007, SEC.5. Amended by P.L.199-2023, SEC.2.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1. General Provisions › 26-1-1-302. Subordination

Sec. 302. (1) An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate the creditor's right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated.
(2) Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
As added by P.L.143-2007, SEC.6.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 1.5. Ucc Forms › 26-1-1.5-1. Format for Filing

Sec. 1. A format described in IC 26-1-9.1-521 may be used for filings under IC 26-1.
As added by P.L.57-2000, SEC.14. Amended by P.L.54-2011, SEC.2; P.L.177-2019, SEC.15.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-101. Short Title

Sec. 101. IC 26-1-2 shall be known and may be cited as Uniform Commercial Code ─ Sales.
Formerly: Acts 1963, c.317, s.2-101. As amended by P.L.152-1986, SEC.119.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-102. Scope; Transactions in Goods; Hybrid Transactions; Transactions Creating Security Interest Excluded; Statutes Regulating Sales to Certain Buyers Not Impaired or Repealed

Sec. 102. (1) Unless the context otherwise requires, and except as provided in subsection (3), this chapter applies to transactions in goods and, in the case of a hybrid transaction, this chapter applies to the extent provided in subsection (2).
(2) In a hybrid transaction, the following apply:
(a) If the sale of goods aspects do not predominate, only the provisions of this chapter which relate primarily to the sales of goods aspects of the transaction apply, and the provisions that relate to the transaction as a whole do not apply.
(b) If the sale of goods aspects predominate, this chapter applies to the transaction but does not preclude the application in appropriate circumstances of other law to aspects of the transaction that do not relate to the sale of goods.
(3) This chapter does not:
(a) apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates to create a security interest; or
(b) impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.
Formerly: Acts 1963, c.317, s.2-102. As amended by P.L.152-1986, SEC.120; P.L.2-1991, SEC.86; P.L.199-2023, SEC.3.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-103. Definitions and Index of Definitions

Sec. 103. (1) In IC 26-1-2, unless the context otherwise requires:
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) "Good faith" in the case of a merchant means honesty in fact and observance of reasonable commercial standards of fair dealing in the trade.
(c) "Receipt" of goods means taking physical possession of them.
(d) "Seller" means a person who sells or contracts to sell goods.
(2) Other definitions applying to IC 26-1-2, or to specified parts thereof, and the sections in which they appear are:
"Acceptance". IC 26-1-2-606.
"Banker's credit". IC 26-1-2-325.
"Between merchants". IC 26-1-2-104.
"Cancellation". IC 26-1-2-106(4).
"Commercial unit". IC 26-1-2-105.
"Confirmed credit". IC 26-1-2-325.
"Conforming to contract". IC 26-1-2-106.
"Contract for sale". IC 26-1-2-106.
"Cover". IC 26-1-2-712.
"Entrusting". IC 26-1-2-403.
"Financing agency". IC 26-1-2-104.
"Future goods". IC 26-1-2-105.
"Goods". IC 26-1-2-105.
"Identification". IC 26-1-2-501.
"Instalment contract". IC 26-1-2-612.
"Letter of credit". IC 26-1-2-325.
"Lot". IC 26-1-2-105.
"Merchant". IC 26-1-2-104.
"Overseas". IC 26-1-2-323.
"Person in the position of seller". IC 26-1-2-707.
"Present sale". IC 26-1-2-106.
"Sale". IC 26-1-2-106.
"Sale on approval". IC 26-1-2-326.
"Sale or return". IC 26-1-2-326.
"Termination". IC 26-1-2-106.
(3) "Control" as provided in IC 26-1-7-106 and the following definitions apply to IC 26-1-2:
"Check". IC 26-1-3.1-104.
"Consignee". IC 26-1-7-102.
"Consignor". IC 26-1-7-102.
"Consumer goods". IC 26-1-9.1-102.
"Dishonor". IC 26-1-3.1-502.
"Draft". IC 26-1-3.1-104.
(4) In addition, IC 26-1-1 contains general definitions and principles of construction and interpretation applicable throughout IC 26-1-2.
Formerly: Acts 1963, c.317, s.2-103. As amended by P.L.152-1986, SEC.121; P.L.222-1993, SEC.3; P.L.57-2000, SEC.15; P.L.143-2007, SEC.7.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-104. "Merchant"; "Between Merchants"; "Financing Agency"

Sec. 104. (1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(2) "Financing agency" means a bank, finance company, or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (IC 26-1-2-707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
Formerly: Acts 1963, c.317, s.2-104. As amended by P.L.152-1986, SEC.122; P.L.143-2007, SEC.8.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-105. Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"

Sec. 105. (1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale, other than the money in which the price is to be paid, investment securities (IC 26-1-8.1), and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (IC 26-1-2-107).
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
(3) There may be a sale of a part interest in existing identified goods.
(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight, or other measure may, to the extent of the seller's interest in the bulk, be sold to the buyer who then becomes an owner in common.
(5) "Lot" means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(6) "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
Formerly: Acts 1963, c.317, s.2-105. As amended by P.L.152-1986, SEC.123; P.L.247-1995, SEC.3.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-106. "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation"; "Hybrid Transaction"

Sec. 106. (1) In IC 26-1-2, unless the context otherwise requires, "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (IC 26-1-2-401). A "present sale" means a sale which is accomplished by the making of the contract.
(2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4) "Cancellation" occurs when either party puts an end to the contract for breach by the other, and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or of any unperformed balance.
(5) "Hybrid transaction" means a single transaction involving a sale of goods and:
(a) the provision of services;
(b) a lease of other goods; or
(c) a sale, lease, or license of property other than goods.
Formerly: Acts 1963, c.317, s.2-106. As amended by P.L.152-1986, SEC.124; P.L.199-2023, SEC.4.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-107. Goods to Be Severed From Realty; Recording

Sec. 107. (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 IC 26-1-2 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 IC 26-1-2 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.
Formerly: Acts 1963, c.317, s.2-107. As amended by P.L.93-1985, SEC.4.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-201. Formal Requirements; Statute of Frauds

Sec. 201. (1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($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 section 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 sufficiently 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 ten (10) days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:
(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his 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 (IC 26-1-2-606).
Formerly: Acts 1963, c.317, s.2-201. As amended by P.L.152-1986, SEC.125; P.L.199-2023, SEC.5.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-202. Record Intended as Final Expression of Parties' Agreement; Parol or Extrinsic Evidence

Sec. 202. 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 or usage of trade (IC 26-1-1-205) or by course of performance (IC 26-1-1-205); 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.
Formerly: Acts 1963, c.317, s.2-202. As amended by P.L.152-1986, SEC.126; P.L.143-2007, SEC.9; P.L.199-2023, SEC.6.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-203. Seals Inoperative

Sec. 203. 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.
Formerly: Acts 1963, c.317, s.2-203. As amended by P.L.199-2023, SEC.7.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-204. Formation in General

Sec. 204. (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.
Formerly: Acts 1963, c.317, s.2-204.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-205. Firm Offers

Sec. 205. 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 (3) months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Formerly: Acts 1963, c.317, s.2-205. As amended by P.L.199-2023, SEC.8.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-206. Offer and Acceptance in Formation of Contract

Sec. 206. (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.
Formerly: Acts 1963, c.317, s.2-206.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-207. Additional Terms in Acceptance or Confirmation

Sec. 207. (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 Act.
Formerly: Acts 1963, c.317, s.2-207.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-209. Modification, Rescission, and Waiver

Sec. 209. (1) An agreement modifying a contract within IC 26-1-2 needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission, except by a signed writing or another 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 (IC 26-1-2-201) 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.
Formerly: Acts 1963, c.317, s.2-209. As amended by P.L.152-1986, SEC.128; P.L.199-2023, SEC.9.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-210. Delegation of Performance; Assignment of Rights

Sec. 210. (1) A party may perform his duty through a delegate, unless otherwise agreed, or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2) 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 by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (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 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 rights against the assignor, demand assurances from the assignee (IC 26-1-2-609).
Formerly: Acts 1963, c.317, s.2-210. As amended by P.L.152-1986, SEC.129; P.L.57-2000, SEC.16.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-302. Unconscionable Contract or Clause

Sec. 302. (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.
Formerly: Acts 1963, c.317, s.2-302.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-303. Allocation or Division of Risks

Sec. 303. Where IC 26-1-2 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.
Formerly: Acts 1963, c.317, s.2-303. As amended by P.L.152-1986, SEC.130.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-304. Price Payable in Money, Goods, Realty, or Otherwise

Sec. 304. (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 IC 26-1-2, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
Formerly: Acts 1963, c.317, s.2-304. As amended by P.L.152-1986, SEC.131.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-305. Open Price Term

Sec. 305. (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 (1) party the other may at his option treat the contract as canceled 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.
Formerly: Acts 1963, c.317, s.2-305.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-306. Output, Requirements, and Exclusive Dealings

Sec. 306. (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.
Formerly: Acts 1963, c.317, s.2-306.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-307. Delivery in Single Lot or Several Lots

Sec. 307. 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.
Formerly: Acts 1963, c.317, s.2-307.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-308. Absence of Specified Place for Delivery

Sec. 308. 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.
Formerly: Acts 1963, c.317, s.2-308. As amended by P.L.3-1989, SEC.149.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-309. Absence of Specific Time Provisions; Notice of Termination

Sec. 309. (1) The time for shipment or delivery or any other action under a contract, if not provided in IC 26-1-2 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 (1) 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.
Formerly: Acts 1963, c.317, s.2-309. As amended by P.L.152-1986, SEC.132.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation

Sec. 310. 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 (IC 26-1-2-513); and
(c) if delivery is authorized and made by way of documents of title otherwise than by subdivision (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 postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
Formerly: Acts 1963, c.317, s.2-310. As amended by P.L.152-1986, SEC.133; P.L.143-2007, SEC.10.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-311. Options and Cooperation Respecting Performance

Sec. 311. (1) An agreement for sale which is otherwise sufficiently definite (IC 26-1-2-204(3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one (1) 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 goods are at the buyer's option, and except as otherwise provided in IC 26-1-2-319(1)(c) and IC 26-1-2-319(3), specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is not seasonably made, or where one (1) 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.
Formerly: Acts 1963, c.317, s.2-311. As amended by P.L.152-1986, SEC.134.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

Sec. 312. (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 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.
Formerly: Acts 1963, c.317, s.2-312.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-313. Express Warranties by Affirmation, Promise, Description, and Sample

Sec. 313. (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.
Formerly: Acts 1963, c.317, s.2-313.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-314. Implied Warranty; Merchantability; Usage of Trade

Sec. 314. (1) Unless excluded or modified (IC 26-1-2-316), 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 at least be 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 (IC 26-1-2-316), other implied warranties may arise from course of dealing or usage of trade.
Formerly: Acts 1963, c.317, s.2-314. As amended by P.L.152-1986, SEC.135.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-315. Implied Warranty; Fitness for Particular Purpose

Sec. 315. 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 IC 26-1-2-316, an implied warranty that the goods shall be fit for such purpose.
Formerly: Acts 1963, c.317, s.2-315. As amended by P.L.152-1986, SEC.136.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-316. Exclusion or Modification of Warranties

Sec. 316. (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 IC 26-1-2-202 on parol or extrinsic evidence, 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 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; and
(d) with respect to the sale of cattle, hogs, or sheep, there is no implied warranty that the cattle, hogs, or sheep are free from disease, if the seller shows that all state and federal regulations concerning animal health have been complied with; and
(e) with respect to a sale of audio or visual entertainment products, as defined by IC 26-2-6-1, made as a result of a solicitation through a mail order catalog, it is sufficient to exclude all implied warranties in connection with the sale of any product in the catalog, if the contract is in writing and the language in the contract conspicuously states that:
(i) the product is sold "as is" or "with all faults"; and
(ii) the entire risk as to the quality and performance of the product is with the buyer.
(4) Remedies for breach of warranty can be limited in accordance with the provisions of IC 26-1-2-718 and IC 26-1-2-719 on liquidation or limitation of damages and on contractual modification of remedy.
Formerly: Acts 1963, c.317, s.2-316. As amended by Acts 1980, P.L.167, SEC.1; P.L.254-1983, SEC.1.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-317. Cumulation and Conflict of Warranties Express or Implied

Sec. 317. 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.
Formerly: Acts 1963, c.317, s.2-317.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-318. Third Party Beneficiaries of Warranties Express or Implied

Sec. 318. A seller's warranty whether express or implied extends to any 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 use, consume or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.
Formerly: Acts 1963, c.317, s.2-318.
2023 Indiana Code › Title 26. Commercial Law › Article 1. Uniform Commercial Code › Chapter 2. Sales › 26-1-2-319. f.o.b. and f.a.s. Terms

Sec. 319. (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 IC 26-1-2-504 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 IC 26-1-2-503;
(c) when under either subdivision (a) or (b) 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 IC 26-1-2-323 on the form of bill of lading.
(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), (1)(c), or (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 IC 26-1-2-311. 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 and substitution for the documents.
Formerly: Acts 1963, c.317, s.2-319. As amended by P.L.152-1986, SEC.137.