reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION › Section 55-1-209 - Repealed.

History:
1978 Comp., § 55-1-209, enacted by Laws 1992, ch. 114, § 5; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-1-209 NMSA 1978, as enacted by Laws 1992, ch. 114, § 5, relating to subordinated obligations, effective January 1, 2006. For provisions of current law,
see
55-1-310 NMSA 1978.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES › Section 55-1-301 - Territorial applicability; parties' power to choose applicable law. (Effective January 1, 2024.)

A. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
B. In the absence of an agreement effective under Subsection A of this section, and except as provided in Subsection C of this section, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.
C. If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) Section 55-2-402 NMSA 1978;
(2) Sections 55-2A-105 and 55-2A-106 NMSA 1978;
(3) Section 55-4-102 NMSA 1978;
(4) Section 55-4A-507 NMSA 1978;
(5) Section 55-5-116 NMSA 1978;
(6) Section 55-8-110 NMSA 1978;
(7) Sections 55-9-301 through 55-9-307 NMSA 1978; and
(8) Section 55-12-107 NMSA 1978.
History:
1953 Comp., § 50A-1-105, enacted by Laws 1961, ch. 96, § 1-105; 1978 Comp. §55-1-105; recompiled by compiler as 1978 Comp. § 55-1-105; Laws 2005, ch. 144, § 15; 2023, ch. 142, § 3.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, added Section 55-12-107 NMSA 1978 to an existing provision that provided if any of the listed statutes specified the applicable law, that statute governed and a contrary agreement is effective only to the extent permitted by the law so specified; and added Paragraph C(8).
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES › Section 55-1-306 - Waiver or renunciation of claim or right after breach.

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
History:
1953 Comp., § 50A-1-107, enacted by Laws 1961, ch. 96, § 1-107, § 50A-1-107, enacted by Laws 1961, ch. 96, § 1-107; 1978 Comp. §55-1-208; recompiled by compiler as 1978 Comp. § 55-1-306; Laws 2005, ch. 144, § 20.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-107 [55-1-107 NMSA 1978].
Changes from former law.
— Former Section 1-107, requiring the "delivery" of a "written waiver or renunciation" merged the separate concepts of the aggrieved party's agreement to forego rights and the manifestation of that agreement. This section separates those concepts, and explicitly requires agreement of the aggrieved party.
1. This section makes consideration unnecessary to the effective renunciation or waiver of rights or claims arising out of an alleged breach of a contract where the agreement effecting such renunciation is memorialized in a record signed by the aggrieved party. Its provisions, however, must be read in conjunction with the section imposing an obligation of good faith. (Section 1-304 [55-1-304 NMSA 1978]).
2. Consistent with the revised definition of "sign" in Section 1-201 [55-1-201 NMSA 1978], the cognate term "signed" replaces the reference to "authenticated" in the pre-2022 text of this section.
ANNOTATIONS
Compiler's notes.
— Laws 2005, ch. 144, § 20, effective January 1, 2006, enacted a new 55-1-306 NMSA 1978 relating to waiver or renunciation of claim or right after breach. The substance of former 55-1-107 NMSA 1978 relating to waiver or renunciation of claim or right after breach, has been enacted as a new 55-1-306 NMSA 1978 by Laws 2005, ch. 144, § 20. For repeal and reenactment of a law that is not a new enactment,
see
12-2A-14 NMSA 1978. For provisions of former 55-1-107 NMSA 1978,
see
the 2004 NMSA 1978 on
NMOneSource.com.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES › Section 55-1-306 - Waiver or renunciation of claim or right after breach. (Effective January 1, 2024.)

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.
History:
History: 1953 Comp., § 50A-1-107, enacted by Laws 1961, ch. 96, § 1-107, § 50A-1-107, enacted by Laws 1961, ch. 96, § 1-107; 1978 Comp. §55-1-107; recompiled by compiler as 1978 Comp. § 55-1-306; Laws 2005, ch. 144, § 20; 2023, ch. 142, § 4.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, allowed an aggrieved party to discharge a claim or right arising out of an alleged breach by agreement in a signed record; and after "aggrieved party in", deleted "an authenticated" and added "a signed".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES › Section 55-1-307 - Prima facie evidence by third-party documents.

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
History:
1953 Comp., § 50A-1-202, enacted by Laws 1961, ch. 96, § 1-202; 1978 Comp §55-1-202; recompiled by compiler as 1978 Comp. § 55-1-307; Laws 2005, ch. 144, § 21.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-202 [55-1-202 NMSA 1978].
Changes from former law.
— Except for minor stylistic changes, this Section is identical to former Section 1-202.
1. This section supplies judicial recognition for documents that are relied upon as trustworthy by commercial parties.
2. This section is concerned only with documents that have been given a preferred status by the parties themselves who have required their procurement in the agreement, and for this reason the applicability of the section is limited to actions arising out of the contract that authorized or required the document. The list of documents is intended to be illustrative and not exclusive.
3. The provisions of this section go no further than establishing the documents in question as prima facie evidence and leave to the court the ultimate determination of the facts where the accuracy or authenticity of the documents is questioned. In this connection the section calls for a commercially reasonable interpretation.
4. Documents governed by this section need not be writings if records in another medium are generally relied upon in the context.
ANNOTATIONS
Compiler's notes.
— Laws 2005, ch. 144, § 21, effective January 1, 2006, enacted a new 55-1-307 NMSA 1978 relating to prima facie evidence. Section 55-1-307 NMSA 1978 is almost identical to former 55-1-202 NMSA 1978 relating to prima facie evidence. For repeal and reenactment of a law that is not a new enactment,
see
12-2A-14 NMSA 1978. For provisions of former 55-1-202 NMSA 1978,
see
the 2004 NMSA 1978 on
NMOneSource.com.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES › Section 55-1-309 - Option to accelerate at will.

A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure" or words of similar import means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
History:
1953 Comp., § 50A-1-208, enacted by Laws 1961, ch. 96, § 1-208; 1978 Comp. §55-1-208; recompiled by compiler as 1978 Comp. § 55-1-309; Laws 2005, ch. 144, § 23.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-208 [55-1-208 NMSA 1978].
Changes from former law.
— Except for minor stylistic changes, this section is identical to former Section 1-208.
The common use of acceleration clauses in many transactions governed by the Uniform Commercial Code, including sales of goods on credit, notes payable at a definite time, and secured transactions, raises an issue as to the effect to be given to a clause that seemingly grants the power to accelerate at the whim and caprice of one party. This section is intended to make clear that despite language that might be so construed and which further might be held to make the agreement void as against public policy or to make the contract illusory or too indefinite for enforcement, the option is to be exercised only in the good faith belief that the prospect of payment or performance is impaired.
Obviously this section has no application to demand instruments or obligations whose very nature permits call at any time with or without reason. This section applies only to an obligation of payment or performance which in the first instance is due at a future date.
ANNOTATIONS
Compiler's notes.
— Laws 2005, ch. 144, § 23, effective January 1, 2006, enacted a new 55-1-309 NMSA 1978 relating to option to accelerate at will. With minor revisions, this new section is the same as former 55-1-208 NMSA 1978, relating to option to accelerate at will.
See
12-2A-14 NMSA 1978 for repeal and reenactment of a law that is not a new enactment. For provisions of former 55-1-208 NMSA 1978,
see
the 2004 NMSA 1978 on
NMOneSource.com.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER › Section 55-2-101 - Short title.

This article shall be known and may be cited as Uniform Commercial Code - Sales.
History:
1953 Comp., § 50A-2-101, enacted by Laws 1961, ch. 96, § 2-101.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
This article is a complete revision and modernization of the Uniform Sales Act which was promulgated by the National Conference of Commissioners on Uniform State Laws in 1906 and has been adopted in 34 states and Alaska, the District of Columbia and Hawaii.
The coverage of the present article is much more extensive than that of the old Sales Act and extends to the various bodies of case law which have been developed both outside of and under the latter.
The arrangement of the present article is in terms of contract for sale and the various steps of its performance. The legal consequences are stated as following directly from the contract and action taken under it without resorting to the idea of when property or title passed or was to pass as being the determining factor. The purpose is to avoid making practical issues between practical men turn upon the location of an intangible something, the passing of which no man can prove by evidence and to substitute for such abstractions proof of words and actions of a tangible character.
ANNOTATIONS
Law reviews.
— For article, "Lender Recourse in Indian Country: A Navajo Case Study," see 21 N.M.L. Rev. 275 (1991).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 64 Am. Jur. 2d Public Works and Contracts § 18; 67 Am. Jur. 2d Sales § 1 et seq.
Applicability of U.C.C. Article 2 to mixed contracts for sale of goods and services, 5 A.L.R.4th 501.
82 C.J.S. Statutes § 221.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER › Section 55-2-102 - Scope; certain security and other transactions excluded from this article. (Effective January 1, 2024.)

(1) Unless the context otherwise requires, and except as provided in Subsection (3) of this section, this article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in Subsection (2) of this section.
(2) In a hybrid transaction:
(a) if the sale-of-goods aspects do not predominate, only the provisions of this article that relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply; and
(b) if the sale-of-goods aspects predominate, this article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction that do not relate to the sale of goods.
(3) This article does not:
(a) apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or
(b) impair or repeal a statute regulating sales to consumers, farmers or other specified classes of buyers.
History:
1953 Comp., § 50A-2-102, enacted by Laws 1961, ch. 96, § 2-102; 1978 Comp., § 55-2-102; 2023, ch. 142, § 5.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, completely rewrote the section.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER › Section 55-2-106 - Definitions; "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; hybrid transaction. (Effective January 1, 2024.)

(1) In this article, unless the context otherwise requires, "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (Section 55-2-401 NMSA 1978). A "present sale" means a sale that 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 that are still executory on both sides are discharged, but any right based on prior breach or performance survives.
(4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination", except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
(5) "Hybrid transaction" means a single transaction involving a sale of goods and:
(a) the provision of services;
(b) a lease of other goods; or
(c) a sale, lease or license of property other than goods.
History:
1953 Comp., § 50A-2-106, enacted by Laws 1961, ch. 96, § 2-106; 1978 Comp., § 55-2-106; 2023, ch. 142, § 6.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, defined "hybrid transaction"; in Paragraph (1), deleted "2-401" and added "55-2-401 NMSA 1978"; and added Paragraph (5).
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-201 - Formal requirements; statute of frauds. (Effective January 1, 2024.)

(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 subsection beyond the quantity of goods shown in the record.
(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of Subsection (1) of this section against the party unless in a record notice of objection to its contents is given within ten days after it is received.
(3) A contract that does not satisfy the requirements of Subsection (1) of this section but that 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 that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in the party's pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and accepted or that have been received and accepted (Section 55-2-606 NMSA 1978).
History:
1953 Comp., § 50A-2-201, enacted by Laws 1961, ch. 96, § 2-201; 1978 Comp., § 55-2-201; 2023, ch. 142, § 7.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, substituted each occurrence of "writing" with "record" throughout the section; in Subsection (1), added "five hundred dollars" preceding "($500)"; in Subsection (2), after "Subsection (1)", added "of this section"; in Subsection (3), in the introductory clause, after "Subsection (1)", added "of this section"; and in Paragraph (3)(c), after "accepted", deleted "Sec. 2-606" and added "(Section 55-2-606 NMSA 1978)".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-202 - Final written expression; parol or extrinsic evidence. (Effective January 1, 2024.)

Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of performance, course of dealing or usage of trade (Section 55-1-303 NMSA 1978); 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.
History:
1953 Comp., § 50A-2-202, enacted by Laws 1961, ch. 96, § 2-202; 1978 Comp., § 55-2-202; 2005, ch. 144, § 27; 2023, ch. 142, § 8.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, substituted each occurrence of "writing" with "record".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-203 - Seals inoperative.

The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing [of] a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
History:
1953 Comp., § 50A-2-203, enacted by Laws 1961, ch. 96, § 2-203.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— Section 3, Uniform Sales Act.
Changes.
— Portion pertaining to "seals" rewritten.
1. This section makes it clear that every effect of the seal which relates to "sealed instruments" as such is wiped out insofar as contracts for sale are concerned. However, the substantial effects of a seal, except extension of the period of limitations, may be had by appropriate drafting as in the case of firm offers (
see
Section 2-205)[55-2-205 NMSA 1978].
2. This section leaves untouched any aspects of a seal which relate merely to signatures or to authentication of execution and the like. Thus, a statute providing that a purported signature gives prima facie evidence of its own authenticity or that a signature gives prima facie evidence of consideration is still applicable to sales transactions even though a seal may be held to be a signature within the meaning of such a statute. Similarly, the authorized affixing of a corporate seal bearing the corporate name to a contractual writing purporting to be made by the corporation may have effect as a signature without any reference to the law of sealed instruments.
3. In furtherance of medium neutrality, the reference to a "writing" in the pre-2022 text of this section has been changed to refer to a "record."
Cross reference.
— Point 1: Section 2-205.
"Contract for sale". Section 2-106.
"Goods". Section 2-105.
"Writing". Section 1-201.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 17A Am. Jur. 2d Contracts §§ 58, 116, 182; 67 Am. Jur. 2d Seals § 1 et seq; 68A Am. Jur. 2d Secured Transactions § 169.
77A C.J.S. Sales § 1 et seq.; 79 C.J.S. Seals §§ 2, 3.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-203 - Seals inoperative. (Effective January 1, 2024.)

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.
History:
1953 Comp., § 50A-2-203, enacted by Laws 1961, ch. 96, § 2-203; 1978 Comp., § 55-2-203; 2023, ch. 142, § 9.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, substituted each occurrence of "writing" with "record".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-205 - Firm offers. (Effective January 1, 2024.)

An offer by a merchant to buy or sell goods in a signed record that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
History:
1953 Comp., § 50A-2-205, enacted by Laws 1961, ch. 96, § 2-205; 1978 Comp., § 55-2-205; 2023, ch. 142, § 10.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, after "a signed", deleted "writing which" and added "record that".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-208 - Repealed.

History:
1953 Comp., § 50A-2-208, enacted by Laws 1961, ch. 96, § 2-208; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-2-208 NMSA 1978, as enacted by Laws 1961, ch. 96, § 2-208, relating to course of performance or practical construction, effective January 1, 2006. For provisions of former section,
see
the 2004 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT › Section 55-2-209 - Modification, rescission and waiver. (Effective January 1, 2024.)

(1) An agreement modifying a contract within this article needs no consideration to be binding.
(2) A signed agreement that excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this article (Section 55-2-201 NMSA 1978) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of Subsection (2) or (3) of this section, it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
History:
1953 Comp., § 50A-2-209, enacted by Laws 1961, ch. 96, § 2-209; 1978 Comp., § 55-2-209; 2023, ch. 142, § 11.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, in Subsection (2), after "a signed writing", added "or other signed record"; in Subsection (3), after "Section", deleted "2-201" and added "55-2-201 NMSA 1978"; and in Subsection (4), after "Subsection (2) or (3)", added "of this section".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT › Section 55-2-301 - General obligations of parties.

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
History:
1953 Comp., § 50A-2-301, enacted by Laws 1961, ch. 96, § 2-301.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— Sections 11 and 41, Uniform Sales Act.
Changes.
— Rewritten.
Purposes of changes.
— This section uses the term "obligation" in contrast to the term "duty" in order to provide for the "condition" aspects of delivery and payment insofar as they are not modified by other sections of this article such as those on cure of tender. It thus replaces not only the general provisions of the Uniform Sales Act on the parties' duties, but also the general provisions of that act on the effect of conditions. In order to determine what is "in accordance with the contract" under this article usage of trade, course of dealing and performance and the general background of circumstances must be given due consideration in conjunction with the lay meaning of the words used to define the scope of the conditions and duties.
Cross references.
— Section 1-106.
See also
Sections 1-205, 2-208, 2-209, 2-508 and 2-612.
"Buyer". Section 2-103.
"Contract". Section 1-201.
"Party". Section 1-201.
"Seller". Section 2-103.
ANNOTATIONS
Law reviews.
— For article, "Special Property Under the Uniform Commercial Code: A New Concept in Sales," see 4 Nat. Resources J. 98 (1964).
For article, "Buyers and Sellers of Goods in Bankruptcy," see 1 N.M. L. Rev. 435 (1971).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
11 Am. Jur. 2d Bills and Notes § 405; 67 Am. Jur. 2d Sales §§ 102 to 239.
What amounts to delivery f.o.b., 16 A.L.R. 597.
Substantial performance of contract for manufacture or sale of article, 19 A.L.R. 815.
What constitutes delivery of goods sold under "c.i.f." contract, 20 A.L.R. 1236.
Seller's right to retain down payment on buyer's unjustified refusal to accept goods, 11 A.L.R.2d 701.
Implied or apparent authority of agent to purchase or order goods or merchandise, 55 A.L.R.2d 6.
77A C.J.S. Sales § 157 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT › Section 55-2-303 - Allocation or division of risks.

Where this article allocates a risk or a burden as between the parties "unless otherwise agreed," the agreement may not only shift the allocation but may also divide the risk or burden.
History:
1953 Comp., § 50A-2-303, enacted by Laws 1961, ch. 96, § 2-303.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
1. This section is intended to make it clear that the parties may modify or allocate "unless otherwise agreed" risks or burdens imposed by this article as they desire, always subject, of course, to the provisions on unconscionability.
Compare Section 1-102(4).
2. The risk or burden may be divided by the express terms of the agreement or by the attending circumstances, since under the definition of "agreement" in this act the circumstances surrounding the transaction as well as the express language used by the parties enter into the meaning and substance of the agreement.
Point 1: Sections 1-102 and 2-302.
Point 2: Section 1-201.
"Party". Section 1-201.
"Agreement". Section 1-201.
ANNOTATIONS
Reasonable to require loss claims to be made within two days.
— In general, a contract provision requiring claims of loss to be made within two days of delivery is reasonable, lawful and not unconscionable.
Bowlin's, Inc. v. Ramsey Oil Co.
, 1983-NMCA-038, 99 N.M. 660, 662 P.2d 661, cert. denied, 99 N.M. 644, 662 P.2d 645.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 77A C.J.S. Sales § 151 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT › Section 55-2-322 - Delivery "ex-ship".

(1) Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.
(2) Under such a term unless otherwise agreed:
(a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and
(b) the risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
History:
1953 Comp., § 50A-2-322, enacted by Laws 1961, ch. 96, § 2-322.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
1. The delivery term, "ex-ship", as between seller and buyer, is the reverse of the F.A.S. term covered.
2. Delivery need not be made from any particular vessel under a clause calling for delivery "ex-ship", even though a vessel on which shipment is to be made originally is named in the contract, unless the agreement by appropriate language, restricts the clause to delivery from a named vessel.
3. The appropriate place and manner of unloading at the port of destination depend upon the nature of the goods and the facilities and usages of the port.
4. A contract fixing a price "ex-ship" with payment "cash against documents" calls only for such documents as are appropriate to the contract. Tender of a delivery order and of a receipt for the freight after the arrival of the carrying vessel is adequate. The seller is not required to tender a bill of lading as a document of title nor is he required to insure the goods for the buyer's benefit, as the goods are not at the buyer's risk during the voyage.
Cross reference. — Point 1: Section 2-319(2).
"Buyer". Section 2-103.
"Goods". Section 2-105.
"Seller". Section 2-103.
"Term". Section 1-201.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 67 Am. Jur. 2d Sales §§ 559 to 562.
Delay in delivery placing goods at risk of party at fault under § 22(b) of Uniform Sales Act, 38 A.L.R.2d 658.
77A C.J.S. Sales § 168 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT › Section 55-2-325 - "Letter of credit" term; "confirmed credit.".

(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him.
(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.
History:
1953 Comp., § 50A-2-325, enacted by Laws 1961, ch. 96, § 2-325.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— To express the established commercial and banking understanding as to the meaning and effects of terms calling for "letters of credit" or "confirmed credit":
1. Subsection (2) follows the general policy of this article and Article 3 (Section 3-802) on conditional payment, under which payment by check or other short-term instrument is not ordinarily final as between the parties if the recipient duly presents the instrument and honor is refused. Thus the furnishing of a letter of credit does not substitute the financing agency's obligation for the buyer's, but the seller must first give the buyer reasonable notice of his intention to demand direct payment from him.
2. Subsection (3) requires that the credit be irrevocable and be a prime credit as determined by the standing of the issuer. It is not necessary, unless otherwise agreed, that the credit be a negotiation credit; the seller can finance himself by an assignment of the proceeds under Section 5-116(2).
3. The definition of "confirmed credit" is drawn on the supposition that the credit is issued by a bank which is not doing direct business in the seller's financial market; there is no intention to require the obligation of two banks both local to the seller.
Cross references. — Sections 2-403, 2-511(3) and 3-802 and Article 5.
"Buyer". Section 2-103.
"Contract for sale". Section 2-106.
"Draft". Section 3-104.
"Financing agency". Section 2-104.
"Notifies". Section 1-201.
"Overseas". Section 2-323.
"Purchaser". Section 1-201.
"Seasonably". Section 1-204.
"Seller". Section 2-103.
"Term". Section 1-201.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 67 Am. Jur. 2d Sales §§ 270, 674.
Construction of provision for letter of credit in contract for sale, 38 A.L.R. 608.
77A C.J.S. Sales § 208 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 5 - PERFORMANCE › Section 55-2-514 - When documents deliverable on acceptance; when on payment.

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.
History:
1953 Comp., § 50A-2-514, enacted by Laws 1961, ch. 96, § 2-514.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— Section 41, Uniform Bills of Lading Act.
Changes.
— Rewritten.
Purposes of changes.
— To make the provision one of general application so that:
1. It covers any document against which a draft may be drawn, whatever may be the form of the document, and applies to interpret the action of a seller or consignor insofar as it may affect the rights and duties of any buyer, consignee or financing agency concerned with the paper. Supplementary or corresponding provisions are found in Sections 4-503 and 5-112.
2. An "arrival" draft is a sight draft within the purpose of this section.
Cross references.
— Point 1: See Sections 2-502, 2-505(2), 2-507(2), 2-512, 2-513, 2-607 concerning protection of rights of buyer and seller, and 4-503 and 5-112 on delivery of documents.
"Delivery". Section 1-201.
"Draft". Section 3-104.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 13 Am. Jur. 2d Carriers § 311.
Damages for bank's breach of duty in surrendering attached bill of lading before payment of draft held for collection, 19 A.L.R. 555, 67 A.L.R. 1511.
77A C.J.S. Sales § 189 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 55-2-604 - Buyer's options as to salvage of rightfully rejected goods.

Subject to the provisions of the immediately preceding section [55-2-603 NMSA 1978] on perishables, if the seller gives no instructions within a reasonable time after notification of rejection, the buyer may store the rejected goods for the seller's account or reship them to him or resell them for the seller's account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.
History:
1953 Comp., § 50A-2-604, enacted by Laws 1961, ch. 96, § 2-604.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— The basic purpose of this section is twofold: on the one hand it aims at reducing the stake in dispute and on the other at avoiding the pinning of a technical "acceptance" on a buyer who has taken steps towards realization on or preservation of the goods in good faith. This section is essentially a salvage section and the buyer's right to act under it is conditioned upon (1) non-conformity of the goods, (2) due notification of rejection to the seller under the section on manner of rejection and (3) the absence of any instructions from the seller which the merchant-buyer has a duty to follow under the preceding section.
This section is designed to accord all reasonable leeway to a rightfully rejecting buyer acting in good faith. The listing of what the buyer may do in the absence of instructions from the seller is intended to be not exhaustive but merely illustrative. This is not a "merchant's" section and the options are pure options given to merchant and non-merchant buyers alike. The merchant-buyer, however, may in some instances be under a duty rather than an option to resell under the provisions of the preceding section.
Cross references.
— Sections 2-602(1), 2-603(1) and 2-706.
"Buyer". Section 2-103.
"Notification". Section 1-201.
"Reasonable time". Section 1-204.
"Seller". Section 2-103.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 77A C.J.S. Sales § 198.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 55-2-611 - Retraction of anticipatory repudiation.

(1) Until the repudiating party's next performance is due, he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.
(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this article (Section 2-609 [55-2-609 NMSA 1978]).
(3) Retraction reinstates the repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
History:
1953 Comp., § 50A-2-611, enacted by Laws 1961, ch. 96, § 2-611.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
— To make it clear that:
1. The repudiating party's right to reinstate the contract is entirely dependent upon the action taken by the aggrieved party. If the latter has cancelled the contract or materially changed his position at any time after the repudiation, there can be no retraction under this section.
2. Under Subsection (2) an effective retraction must be accompanied by any assurances demanded under the section dealing with right to adequate assurance. A repudiation is of course sufficient to give reasonable ground for insecurity and to warrant a request for assurance as an essential condition of the retraction. However, after a timely and unambiguous expression of retraction, a reasonable time for the assurance to be worked out should be allowed by the aggrieved party before cancellation.
Cross reference.
— Point 2: Section 2-609.
"Aggrieved party". Section 1-201.
"Cancellation". Section 2-106.
"Contract". Section 1-201.
"Party". Section 1-201.
"Rights". Section 1-201.
ANNOTATIONS
Law reviews.
— For comment, "Commercial Law - Uniform Commercial Code - Section 2-609: Right to Adequate Assurance of Performance," see 7 Nat. Resources J. 397 (1967).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
77A C.J.S. Sales § 121 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 55-2-613 - Casualty to identified goods.

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (Section 2-324 [55-2-324 NMSA 1978]) then:
(a) if the loss is total the contract is avoided; and
(b) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract, the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
History:
1953 Comp., § 50A-2-613, enacted by Laws 1961, ch. 96, § 2-613.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— Sections 7 and 8, Uniform Sales Act.
Changes.
— Rewritten, the basic policy being continued but the test of a "divisible" or "indivisible" sale or contract being abandoned in favor of adjustment in business terms.
1. Where goods whose continued existence is presupposed by the agreement are destroyed without fault of either party, the buyer is relieved from his obligation but may at his option take the surviving goods at a fair adjustment. "Fault" is intended to include negligence and not merely wilful wrong. The buyer is expressly given the right to inspect the goods in order to determine whether he wishes to avoid the contract entirely or to take the goods with a price adjustment.
2. The section applies whether the goods were already destroyed at the time of contracting without the knowledge of either party or whether they are destroyed subsequently but before the risk of loss passes to the buyer. Where under the agreement, including of course usage of trade, the risk has passed to the buyer before the casualty, the section has no application. Beyond this, the essential question in determining whether the rules of this section are to be applied is whether the seller has or has not undertaken the responsibility for the continued existence of the goods in proper condition through the time of agreed or expected delivery.
3. The section on the term "no arrival, no sale" makes clear that delay in arrival, quite as much as physical change in the goods, gives the buyer the options set forth in this section.
Cross reference.
— Point 3: Section 2-324.
"Buyer". Section 2-103.
"Conform". Section 2-106.
"Contract". Section 1-201.
"Fault". Section 1-201.
"Goods". Section 2-105.
"Party". Section 1-201.
"Rights". Section 1-201.
"Seller". Section 2-103.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
Construction and effect of UCC § 2-613 governing casualty to goods identified to a contract, without fault of buyer or seller, 51 A.L.R.4th 537.
77A C.J.S. Sales § 147 et seq.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 2 - Sales › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 55-2-616 - Procedure on notice claiming excuse.

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section [55-2-615 NMSA 1978], he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts (Section 2-612 [55-2-612 NMSA 1978]), then also as to the whole:
(a) terminate and thereby discharge any unexecuted portion of the contract; or
(b) modify the contract by agreeing to take his available quota in substitution.
(2) If after receipt of such notification from the seller, the buyer fails so to modify the contract within a reasonable time not exceeding thirty days, the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under the preceding section [55-2-615 NMSA 1978].
History:
1953 Comp., § 50A-2-616, enacted by Laws 1961, ch. 96, § 2-616.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Prior uniform statutory provision.
— None.
Purposes.
—
1. This section seeks to establish simple and workable machinery for providing certainty as to when a supervening and excusing contingency "excuses" the delay, "discharges" the contract, or may result in a waiver of the delay by the buyer. When the seller notifies, in accordance with the preceding section, claiming excuse, the buyer may acquiesce, in which case the contract is so modified. No consideration is necessary in a case of this kind to support such a modification. If the buyer does not elect so to modify the contract, he may terminate it and under Subsection (2) his silence after receiving the seller's claim of excuse operates as such a termination. Subsection (3) denies effect to any contract clause made in advance of trouble which would require the buyer to stand ready to take delivery whenever the seller is excused from delivery by unforeseen circumstances.
2. As to the use of a record other than a writing and communications that are not written,
see
Section 2-207 [55-2-207 NMSA 1978], Comment 8.
Cross references.
— Point 1: Sections 2-209 and 2-615 [55-2-209, 55-2-615 NMSA 1978].
"Buyer". Section 2-103.
"Contract". Section 1-201.
"Installment contract". Section 2-612.
"Notification". Section 1-201.
"Reasonable time". Section 1-204.
"Seller". Section 2-103.
"Termination". Section 2-106.
"Written". Section 1-201.
ANNOTATIONS
Law reviews.
— For comment, "Commercial Law - Uniform Commercial Code - Section 2-609: Right to Adequate Assurance of Performance," see 7 Nat. Resources J. 397 (1967).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 77A C.J.S. Sales § 121 et seq.