reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-311 - Options and Co-Operation Respecting Performance

Section 2–311. (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 2–204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.
(2) Unless otherwise agreed specifications relating to assortment of goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of section 2–319 specifications or arrangements relating to shipment are at the seller's option.
(3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's co-operation 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 co-operate as a breach by failure to deliver or accept the goods.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-312 - Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

Section 2–312. (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.
(4) Unless otherwise agreed a seller makes no warranty under subsection (3) with respect to any claim for which the exclusive remedy of the claimant is by action against the United States in the Court of Claims or in the district courts of the United States.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-313 - Express Warranties by Affirmation, Promise, Description, Sample

Section 2–313. (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 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-314 - Implied Warranty: Merchantability; Usage of Trade

Section 2–314. (1) Unless excluded or modified by section 2–316, a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.
(2) Goods to be merchantable must 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 by section 2–316, other implied warranties may arise from course of dealing or usage of trade.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-315 - Implied Warranty; Fitness for Particular Purpose

Section 2–315. 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 the next section an implied warranty that the goods shall be fit for such purpose.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-316 - Exclusion or Modification of Warranties

Section 2–316. (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 this Article on parol or extrinsic evidence (section 2–202) negation or limitation is inoperative to the extent that such construction is unreasonable.
(2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that ''There are no warranties which extend beyond the description on the face hereof.''
(3) Notwithstanding subsection (2)
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like ''as is'', ''with all faults'' or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and,
(b) when the buyer before entering into the contract has examined the goods or the sample or model as fully as he 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 2–718 and 2–719).
(5) The implied warranties of merchantability and fitness shall not be applicable to a contract for the sale of human blood, blood plasma or other human tissue or organs from a blood bank or reservoir of such other tissues or organs. Such blood, blood plasma or tissue or organs shall not for the purposes of this Article be considered commodities subject to sale or barter, but shall be considered as medical services.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-316a - Limitation on Exclusion or Modification of Warranties

Section 2–316A. (1) The provisions of section 2–316 shall not apply to the extent provided in this section.
(2) Any language, oral or written, used by a seller or manufacturer of consumer goods and services, which attempts to exclude or modify any implied warranties of merchantability and fitness for a particular purpose or to exclude or modify the consumer's remedies for breach of those warranties, shall be unenforceable.
(3) Any language, oral or written, used by a manufacturer of consumer goods, which attempts to limit or modify a consumer's remedies for breach of such manufacturer's express warranties, shall be unenforceable, unless such manufacturer maintains facilities within the commonwealth sufficient to provide reasonable and expeditious performance of the warranty obligations.
(4) Any language, oral or written, used by a seller or manufacturer of goods and services, which attempts to exclude or modify any implied warranties of merchantability and fitness for a particular purpose or to exclude or modify remedies for breach of those warranties, shall be unenforceable with respect to injury to the person. This subsection does not affect the validity under other law of an agreement between a seller or manufacturer of goods and services and a buyer that is an organization (see Section 1–201(28)), allocating, as between them, the risk of damages from or providing indemnity for breaches of those warranties with respect to injury to the person.
(5) The provisions of this section may not be disclaimed or waived by agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-317 - Cumulation and Conflict of Warranties Express or Implied

Section 2–317. 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-318 - Lack of Privity in Actions Against a Manufacturer, Seller, Lessor or Supplier of Goods

Section 2–318. Lack of privity between plaintiff and defendant shall be no defense in any action brought against the manufacturer, seller, lessor or supplier of goods to recover damages for breach of warranty, express or implied, or for negligence, although the plaintiff did not purchase the goods from the defendant if the plaintiff was a person whom the manufacturer, seller, lessor or supplier might reasonably have expected to use, consume or be affected by the goods. The manufacturer, seller, lessor or supplier may not exclude or limit the operation of this section. Failure to give notice shall not bar recovery under this section unless the defendant proves that he was prejudiced thereby. All actions under this section shall be commenced within three years next after the date the injury and damage occurs.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-319 - f.o.b. and f.a.s. Terms

Section 2–319. (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 this Article (section 2–504) and bear the expense and risk of putting them into the possession of the carrier; or
(b) when the term is F.O.B. the place of destination, the seller must at his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (section 2–503);
(c) when under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (section 2–323).
(2) Unless otherwise agreed the term F.A.S. vessel (which means ''free alongside'') at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must
(a) at his own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and
(b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.
(3) Unless otherwise agreed in any case falling within subsection (1)(a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of co-operation under this Article (section 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-320 - c.i.f. and C. & F. Terms

Section 2–320. (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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-321 - c.i.f. or C. & f.: ''net Landed Weights''; ''payment on Arrival''; Warranty of Condition on Arrival

Section 2–321. Under a contract containing a term C.I.F. or C. & F.
(1) Where the price is based on or is to be adjusted according to ''net landed weights'', ''delivered weights'', ''out turn'' quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.
(2) An agreement described in subsection (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-322 - Delivery ''ex&ndash;ship''

Section 2–322. (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 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-323 - Form of Bill of Lading Required in Overseas Shipment; ''overseas''

Section 2–323. (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) 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 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 payments 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'' in so far as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-324 - ''no Arrival, No Sale'' Term

Section 2–324. 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 non-arrival; and
(b) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (section 2–613).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-325 - ''letter of Credit'' Term; ''confirmed Credit''

Section 2–325. (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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-326 - Sale on Approval and Sale or Return; Rights of Creditors

Section 2–326. (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is
(a) a ''sale on approval'' if the goods are delivered primarily for use, and
(b) a ''sale or return'' if the goods are delivered primarily for resale.
(2) Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.
(3) Any ''or return'' term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (Section 2–201) and as contradicting the sale aspect of the contract within the provisions of this Article on parole or extrinsic evidence (Section 2–202).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-327 - Special Incidents of Sale on Approval and Sale or Return

Section 2–327. (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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-328 - Sale by Auction

Section 2–328. (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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-401 - Passing of Title; Reservation for Security; Limited Application of This Section

Section 2–401. Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. In so far as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:
(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 2–501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this chapter. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on Secured Transactions (Article 9), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular despite any reservation of a security interest by the bill of lading
(a) if the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment; but
(b) if the contract requires delivery at destination, title passes on tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:
(a) if the seller is to deliver a tangible document of title, title passes at the time when and the place where the seller delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or
(b) if the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a ''sale''.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-402 - Rights of Seller's Creditors Against Sold Goods

Section 2–402. (1) Except as provided in subsections (2) and (3), 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 2–502 and 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 or creditors of the seller
(a) under the provisions of the Article on Secured Transactions (Article 9); 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 pre-existing 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 conveyance or voidable preference.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-403 - Power to Transfer; Good Faith Purchase of Goods; ''entrusting''

Section 2–403. (1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though
(a) the transferor was deceived as to the identity of the purchaser; or
(b) the delivery was in exchange for a check which is later dishonored; or
(c) it was agreed that the transaction was to be a ''cash sale''; or
(d) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.
(3) ''Entrusting'' includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.
(4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-501 - Insurable Interest in Goods; Manner of Identification of Goods

Section 2–501. (1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs
(a) when the contract is made if it is for the sale of goods already existing and identified;
(b) if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;
(c) when the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer.
(2) The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.
(3) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-502 - Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency

Section 2–502. (1) Subject to subsections (2) and (3) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:
(a) in the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or
(b) in all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.
(2) The buyer's right to recover the goods under subsection (1)(a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(3) If the identification creating his special property has been made by the buyer he acquires the right to recover the goods only if they conform to the contract for sale.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-503 - Manner of Seller's Tender of Delivery

Section 2–503. (1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable him to take delivery. The manner, time and place for tender are determined by the agreement and this Article, and in particular
(a) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but
(b) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.
(2) Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions.
(3) Where the seller is required to deliver at a particular destination tender requires that he comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section.
(4) Where goods are in the possession of a bailee and are to be delivered without being moved
(a) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but
(b) tender to the buyer of a non-negotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and, except as otherwise provided in Article 9, receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the non-negotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(5) Where the contract requires the seller to deliver documents
(a) he must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (subsection (2) of section 2–323); and
(b) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes non-acceptance or rejection.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-504 - Shipment by Seller

Section 2–504. Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must
(a) put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and
(b) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and
(c) promptly notify the buyer of the shipment.
Failure to notify the buyer under paragraph (c) or to make a proper contract under paragraph (a) is a ground for rejection only if material delay or loss ensues.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-505 - Seller's Shipment Under Reservation

Section 2–505. (1) Where the seller has identified goods to the contract by or before shipment
(a) his procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.
(b) a non-negotiable bill of lading to himself or his nominee reserves possession of the goods as security, but except in a case of conditional delivery (subsection (2) of section 2–507) a non-negotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.
(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's powers as a holder of a negotiable document of title.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-506 - Rights of Financing Agency

Section 2–506. (1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper's right to have the draft honored by the buyer.
(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-507 - Effect of Seller's Tender; Delivery on Condition

Section 2–507. (1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-508 - Cure by Seller of Improper Tender or Delivery; Replacement

Section 2–508. (1) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.
(2) Where the buyer rejects a non-conforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-509 - Risk of Loss in the Absence of Breach

Section 2–509. (1) Where the contract requires or authorizes the seller to ship the goods by carrier
(a) if it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (section 2–505); but
(b) if it does require him to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.
(2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer
(a) on his receipt of possession or control of a negotiable document of title covering the goods; or
(b) on acknowledgment by the bailee of the buyer's right to possession of the goods; or
(c) after his receipt of possession or control of a non-negotiable document of title or other direction to deliver in a record, as provided in subsection (4)(b) of section 2–503.
(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.
(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (section 2–327) and on effect of breach on risk of loss (section 2–510).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-510 - Effect of Breach on Risk of Loss

Section 2–510. (1) Where a tender or delivery so fails to conform to the contract as to give a right of rejection the risk of loss remains on the seller until cure or acceptance.
(2) Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.
(3) Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-511 - Tender of Payment by Buyer; Payment by Check

Section 2–511. (1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery.
(2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonable necessary to procure it.
(3) Subject to the provisions of this chapter on the effect of an instrument on an obligation (Section 3–310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-512 - Payment by Buyer Before Inspection

Section 2–512. (1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless
(a) the non-conformity appears without inspection; or
(b) despite tender of the required documents the circumstances would justify injunction against honor under the provisions of subsection (b) of section 5–109.
(2) Payment pursuant to subsection (1) does not constitute an acceptance of the goods or impair the buyer's right to inspect or any of his remedies.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-513 - Buyer's Right to Inspection of Goods

Section 2–513. (1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.
(2) Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.
(3) Unless otherwise agreed and subject to the provisions of this Article on C.I.F. contracts (subsection (3) of section 2–321), the buyer is not entitled to inspect the goods before payment of the price when the contract provides
(a) for delivery ''C.O.D.'' or on other like terms; or
(b) for payment against documents of title, except where such payment is due only after the goods are to become available for inspection.
(4) A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-514 - When Documents Deliverable on Acceptance; When on Payment

Section 2–514. Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise only on payment.