reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-303 - Course of Performance, Course of Dealing, and Usage of Trade.

Section 1--303. Course  of  Performance, Course of Dealing, and Usage of
Trade.
(a) A "course of performance" is a sequence  of  conduct  between  the
parties to a particular transaction that exists if:
(1)  the  agreement  of  the  parties  with respect to the transaction
involves repeated occasions for performance by a party; and
(2) the other party, with knowledge of the nature of  the  performance
and  opportunity  for  objection  to  it,  accepts  the  performance  or
acquiesces to it without objection.
(b) A "course of dealing" is a sequence of conduct concerning previous
transactions between the parties to a  particular  transaction  that  is
fairly  to  be  regarded as establishing a common basis of understanding
for interpreting their expressions and other conduct.
(c) A "usage of trade" is any practice or  method  of  dealing  having
such  regularity  of  observance  in  a  place, vocation, or trade as to
justify an expectation that it will be  observed  with  respect  to  the
transaction in question. The existence and scope of such a usage must be
proved as facts. If it is established that such a usage is embodied in a
trade  code  or  similar  record,  the interpretation of the record is a
question of law.
(d) A course of performance or course of dealing between  the  parties
or  usage of trade in the vocation or trade in which they are engaged or
of which they are or should be aware is  relevant  in  ascertaining  the
meaning  of  the  parties'  agreement,  may  give  particular meaning to
specific terms of the agreement, and may supplement or qualify the terms
of the agreement. A usage of trade applicable in the place in which part
of the performance under the agreement is to occur may be so utilized as
to that part of the performance.
(e) Except as otherwise provided in subsection (f), the express  terms
of  an  agreement  and  any  applicable course of performance, course of
dealing, or usage of trade must  be  construed  whenever  reasonable  as
consistent with each other. If such a construction is unreasonable:
(1)  express  terms  prevail  over  course  of  performance, course of
dealing, and usage of trade;
(2) course of performance prevails over course of dealing and usage of
trade; and
(3) course of dealing prevails over usage of trade.
(f) Subject to Section 2--209, a course of performance is relevant  to
show  a  waiver or modification of any term inconsistent with the course
of performance.
(g) Evidence of a relevant usage of trade offered by one party is  not
admissible  unless  that party has given the other party notice that the
court finds sufficient to prevent unfair surprise to the other party.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-305 - Remedies to Be Liberally Administered.

Section 1--305. Remedies to be Liberally Administered.
(a)  The  remedies provided by this act must be liberally administered
to the end that the aggrieved party may be put in as good a position  as
if  the  other  party  had  fully performed but neither consequential or
special damages nor penal damages may  be  had  except  as  specifically
provided in this act or by other rule of law.
(b)  Any  right  or  obligation declared by this act is enforceable by
action unless the provision  declaring  it  specifies  a  different  and
limited effect.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-306 - Waiver or Renunciation of Claim or Right After Breach.

Section 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-307 - Prima Facie Evidence by Third-Party Documents.

Section 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-308 - Performance or Acceptance Under Reservation of Rights.

Section 1--308. Performance or Acceptance Under Reservation of Rights.
A  party that with explicit reservation of rights performs or promises
  performance or assents to performance in a manner demanded or offered by
  the other party does not thereby prejudice  the  rights  reserved.  Such
  words   as  "without  prejudice,"  "under  protest,"  or  the  like  are
  sufficient.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-309 - Option to Accelerate at Will.

Section 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 1 › Part 3 - Territorial Applicability and General Rules › 1-310 - Subordinated Obligations.

Section 1--310. Subordinated Obligations.
An  obligation may be issued as subordinated to performance of another
  obligation of the person obligated, or a creditor  may  subordinate  its
  right  to  performance  of  an  obligation  by agreement with either the
  person  obligated  or  another  creditor  of   the   person   obligated.
  Subordination  does not create a security interest as against either the
  common debtor or a subordinated creditor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-102 - Scope; Certain Security and Other Transactions Excluded From This Article.

Section 2--102. Scope;  Certain Security and Other Transactions Excluded
From This Article.
Unless  the  context  otherwise  requires,  this  Article  applies  to
  transactions  in  goods;  it  does  not  apply  to any transaction which
  although in the form of an unconditional contract  to  sell  or  present
  sale is intended to operate only as a security transaction nor does this
  Article  impair  or  repeal  any  statute regulating sales to consumers,
  farmers or other specified classes of buyers.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-103 - Definitions and Index of Definitions.

Section 2--103. Definitions and Index of Definitions.
(1) In this Article unless the context otherwise requires
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) "Good  faith" in the case of a merchant means honesty in fact
and the observance of reasonable commercial standards of fair
dealing in the trade.
(c) "Receipt" of goods means taking physical possession of them.
(d) "Seller" means a person who sells or contracts to sell goods.
(2) Other definitions applying to this Article or to  specified  Parts
thereof, and the sections in which they appear are:
"Acceptance". Section 2--606.
"Banker's credit". Section 2--325.
"Between merchants". Section 2--104.
"Cancellation". Section 2--106 (4).
"Commercial unit". Section 2--105.
"Confirmed credit". Section 2--325.
"Conforming to contract". Section 2--106.
"Contract for sale". Section 2--106.
"Cover". Section 2--712.
"Entrusting". Section 2--403.
"Financing agency". Section 2--104.
"Future goods". Section 2--105.
"Goods". Section 2--105.
"Identification". Section 2--501.
"Installment contract". Section 2--612.
"Letter of Credit". Section 2--325.
"Lot". Section 2--105.
"Merchant". Section 2--104.
"Overseas". Section 2--323.
"Person in position of seller". Section 2--707.
"Present sale". Section 2--106.
"Sale". Section 2--106.
"Sale on approval". Section 2--326.
"Sale or return". Section 2--326.
"Termination". Section 2--106.
(3) The following definitions in other Articles apply to this Article:
"Check".                 Section 3--104.
"Consignee".             Section 7--102.
"Consignor".             Section 7--102.
"Consumer goods".        Section 9--102.
"Control".               Section 7--106.
"Dishonor".              Section 3--507.
"Draft".                 Section 3--104.
(4)  In addition Article 1 contains general definitions and principles
of construction and interpretation applicable throughout this Article.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-104 - Definitions: "Merchant"; "Between Merchants"; "Financing Agency".

Section 2--104. Definitions: "Merchant"; "Between Merchants"; "Financing
Agency".
(1)  "Merchant"  means  a  person  who  deals  in goods of the kind or
otherwise by his occupation holds himself out  as  having  knowledge  or
skill  peculiar to the practices or goods involved in the transaction or
to whom such knowledge or skill may be attributed by his  employment  of
an  agent  or  broker  or other intermediary who by his occupation holds
himself out as having such knowledge or skill.
(2) "Financing agency" means a bank, finance company or  other  person
who  in  the ordinary course of business makes advances against goods or
documents of title or who by arrangement with either the seller  or  the
buyer  intervenes  in  ordinary course to make or collect payment due or
claimed under the contract for sale, as  by  purchasing  or  paying  the
seller's  draft or making advances against it or by merely taking it for
collection whether or  not  documents  of  title  accompany  the  draft.
"Financing  agency"  includes  also a bank or other person who similarly
intervenes between persons who are in the position of seller  and  buyer
in respect to the goods (Section 2--707).
(3) "Between merchants" means in any transaction with respect to which
both parties are chargeable with the knowledge or skill of merchants.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-105 - Definitions: Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit".

Section 2--105. Definitions:  Transferability;  "Goods"; "Future" Goods;
"Lot"; "Commercial Unit".
(1) "Goods" means all things (including specially manufactured  goods)
which are movable at the time of identification to the contract for sale
other  than  the  money  in  which  the  price is to be paid, investment
securities (Article 8) and things in action. "Goods" also  includes  the
unborn  young  of  animals and growing crops and other identified things
attached to realty as described in the section on goods  to  be  severed
from realty (Section 2--107).
(2)  Goods must be both existing and identified before any interest in
them can pass. Goods which are not  both  existing  and  identified  are
"future"  goods.  A  purported  present  sale  of future goods or of any
interest therein operates as a contract to sell.
(3) There may be a sale of a  part  interest  in  existing  identified
goods.
(4)  An  undivided  share  in  an identified bulk of fungible goods is
sufficiently identified to be sold although the quantity of the bulk  is
not  determined.  Any  agreed  proportion of such a bulk or any quantity
thereof agreed upon by number, weight or other measure may to the extent
of the seller's interest in the bulk be  sold  to  the  buyer  who  then
becomes an owner in common.
(5)  "Lot"  means  a  parcel  or a single article which is the subject
matter of a separate sale or delivery, whether or not it  is  sufficient
to perform the contract.
(6)  "Commercial  unit"  means  such  a unit of goods as by commercial
usage is a single whole for purposes  of  sale  and  division  of  which
materially  impairs  its  character  or value on the market or in use. A
commercial unit may be a single article (as  a  machine)  or  a  set  of
articles  (as  a  suite  of  furniture  or  an assortment of sizes) or a
quantity (as a bale, gross, or carload) or any other unit treated in use
or in the relevant market as a single whole.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-106 - Definitions. "Contract", "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation".

Section 2--106. Definitions.   "Contract";  "Agreement";  "Contract  for
Sale";  "Sale";  "Present   Sale";   "Conforming"   to
Contract; "Termination"; "Cancellation".
(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
2--401).  A  "present  sale"  means  a sale which is accomplished by the
making of the contract.
(2)  Goods  or  conduct  including  any  part  of  a  performance  are
"conforming" or conform to the contract when they are in accordance with
the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power created
by  agreement  or law puts an end to the contract otherwise than for its
breach. On "termination" all obligations which are  still  executory  on
both  sides  are  discharged  but  any  right  based  on prior breach or
performance survives.
(4) "Cancellation" occurs  when  either  party  puts  an  end  to  the
contract  for  breach by the other and its effect is the same as that of
"termination" except that the cancelling party also retains  any  remedy
for breach of the whole contract or any unperformed balance.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 1 - Short Title, General Construction and Subject Matter › 2-107 - Goods to Be Severed From Realty: Recording.

Section 2--107. Goods to Be Severed From Realty: Recording.
(1) A contract for the sale of minerals or the like (including oil and
gas)  or  a  structure  or  its materials to be removed from realty is a
contract for the sale of goods within this Article if  they  are  to  be
severed  by  the  seller  but  until  severance a purported present sale
thereof which is not effective as a transfer of an interest in  land  is
effective only as a contract to sell.
(2)  A  contract  for the sale apart from the land of growing crops or
other things  attached  to  realty  and  capable  of  severance  without
material  harm  thereto but not described in subsection (1) or of timber
to be cut is a contract for  the  sale  of  goods  within  this  Article
whether  the  subject  matter  is  to  be severed by the buyer or by the
seller even  though  it  forms  part  of  the  realty  at  the  time  of
contracting, and the parties can by identification effect a present sale
before severance.
(3)  The  provisions  of  this  section are subject to any third party
rights provided by the law relating to realty records, and the  contract
for  sale  may  be  executed  and recorded as a document transferring an
interest in land and shall then constitute notice to  third  parties  of
the buyer's rights under the contract for sale.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-201 - Formal Requirements; Statute of Frauds.

Section 2--201. Formal Requirements; Statute of Frauds.
(1)  Except  as  otherwise provided in this section a contract for the
sale of goods for the price of $500 or more is not enforceable by way of
action or defense unless there is some writing  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 his authorized agent
or broker. A writing is not insufficient because it omits or incorrectly
states a term agreed upon but the contract is not enforceable under this
paragraph beyond the quantity of goods shown in such writing.
(2) Between merchants  if  within  a  reasonable  time  a  writing  in
confirmation  of  the  contract  and  sufficient  against  the sender is
received and the party receiving it has reason to know its contents,  it
satisfies  the  requirements of subsection (1) against such party unless
written notice of objection to its contents is  given  within  ten  days
after it is received.
(3)  A  contract which does not satisfy the requirements of subsection
(1) but which is valid in other respects is enforceable
(a) if the goods are to be specially manufactured for  the  buyer
and  are  not  suitable  for  sale  to others in the ordinary
course of the seller's business and the seller, before notice
of repudiation is  received  and  under  circumstances  which
reasonably  indicate  that  the  goods are for the buyer, has
made either a substantial beginning of their  manufacture  or
commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his
pleading, testimony or otherwise in court that a contract for
sale was made, but the contract is not enforceable under this
provision beyond the quantity of goods admitted; or
(c) with  respect  to  goods  for which payment has been made and
accepted or which have been received  and  accepted  (Section
2--606).
(4) Subsection one does not apply to a qualified financial contract as
that  term is defined in paragraph two of subdivision b of section 5-701
of the general obligations law if either (a) there is,  as  provided  in
paragraph  three  of  subdivision  b  of  section  5-701  of  such  law,
sufficient evidence to indicate that a contract has been made or (b) the
parties thereto, by means of a prior  or  subsequent  written  contract,
have  agreed  to  be  bound  by  the  terms  of such qualified financial
contract from the time they reach agreement (by telephone,  by  exchange
or electronic messages, or otherwise) on those terms.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-202 - Final Written Expression: Parol or Extrinsic Evidence.

Section 2--202. Final Written Expression: Parol or Extrinsic Evidence.
Terms  with respect to which the confirmatory memoranda of the parties
agree or which are otherwise set forth in  a  writing  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 1--303); and
(b) by evidence of consistent additional terms unless the court  finds
the  writing  to  have  been  intended  also as a complete and exclusive
statement of the terms of the agreement.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-203 - Seals Inoperative.

Section 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  a  sealed
  instrument and the law with respect to sealed instruments does not apply
  to such a contract or offer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-204 - Formation in General.

Section 2--204. Formation in General.
(1)  A contract for sale of goods may be made in any manner sufficient
to show agreement, including conduct by both  parties  which  recognizes
the existence of such a contract.
(2)  An  agreement sufficient to constitute a contract for sale may be
found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a  contract  for  sale
does  not fail for indefiniteness if the parties have intended to make a
contract  and  there  is  a  reasonably  certain  basis  for  giving  an
appropriate remedy.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-205 - Firm Offers.

Section 2--205. Firm Offers.
An  offer by a merchant to buy or sell goods in a signed writing which
  by its terms gives assurance that it will be held open is not revocable,
  for lack of consideration, during the time  stated  or  if  no  time  is
  stated  for  a  reasonable  time,  but  in  no  event may such period of
  irrevocability exceed three months; but any such term of assurance on  a
  form supplied by the offeree must be separately signed by the offeror.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-206 - Offer and Acceptance in Formation of Contract.

Section 2--206. Offer and Acceptance in Formation of Contract.
(1)  Unless  otherwise  unambiguously  indicated  by  the  language or
circumstances
(a) an offer to make a contract shall be  construed  as  inviting
acceptance  in any manner and by any medium reasonable in the
circumstances;
(b) an order or other offer to buy goods for  prompt  or  current
shipment  shall be construed as inviting acceptance either by
a prompt promise to ship or by the prompt or current shipment
of conforming or non-conforming goods, but such a shipment of
non-conforming goods does not constitute an acceptance if the
seller seasonably notifies the buyer  that  the  shipment  is
offered only as an accommodation to the buyer.
(2)  Where  the  beginning  of a requested performance is a reasonable
mode of acceptance an offeror who is not notified of acceptance within a
reasonable time may treat the offer as having lapsed before acceptance.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-207 - Additional Terms in Acceptance or Confirmation.

Section 2--207. Additional Terms in Acceptance or Confirmation.
(1)  A  definite  and seasonable expression of acceptance or a written
confirmation which is sent within  a  reasonable  time  operates  as  an
acceptance  even  though it states terms additional to or different from
those offered or  agreed  upon,  unless  acceptance  is  expressly  made
conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition
to  the  contract.  Between  merchants  such  terms  become  part of the
contract unless:
(a) the offer expressly limits acceptance to  the  terms  of  the
offer;
(b) they materially alter it; or
(c) notification  of  objection to them has already been given or
is given within a reasonable time after  notice  of  them  is
received.
(3)  Conduct  by  both  parties  which  recognizes  the existence of a
contract is sufficient to establish a contract  for  sale  although  the
writings  of  the parties do not otherwise establish a contract. In such
case the terms of the particular contract  consist  of  those  terms  on
which the writings of the parties agree, together with any supplementary
terms incorporated under any other provisions of this Act.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-208 - Course of Performance or Practical Construction.

Section 2--208. Course of Performance or Practical Construction.
(1)  Where  the  contract  for  sale  involves  repeated occasions for
performance by  either  party  with  knowledge  of  the  nature  of  the
performance and opportunity for objection to it by the other, any course
of  performance  accepted  or  acquiesced  in without objection shall be
relevant to determine the meaning of the agreement.
(2) The express  terms  of  the  agreement  and  any  such  course  of
performance,  as well as any course of dealing and usage of trade, shall
be construed whenever reasonable as consistent with each other; but when
such construction is unreasonable, express terms shall control course of
performance and course of  performance  shall  control  both  course  of
dealing and usage of trade (Section 1--205).
(3)  Subject to the provisions of the next section on modification and
waiver, such course of performance shall be relevant to show a waiver or
modification of any term inconsistent with such course of performance.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 2 - Form, Formation and Readjustment of Contract › 2-209 - Modification, Rescission and Waiver.

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

Section 2--210. Delegation of Performance; Assignment of Rights.
(1)  A  party may perform his duty through a delegate unless otherwise
agreed or unless the other party has a substantial  interest  in  having
his  original  promisor  perform  or  control  the  acts required by the
contract. No delegation of performance relieves the party delegating  of
any duty to perform or any liability for breach.
(2)  Except  as otherwise provided in Section 9--406, unless otherwise
agreed, all rights of either seller or  buyer  can  be  assigned  except
where  the  assignment  would  materially  change  the duty of the other
party, or increase materially the burden or risk imposed on him  by  his
contract,   or   impair   materially  his  chance  of  obtaining  return
performance. A right to damages for breach of the whole  contract  or  a
right  arising  out  of  the  assignor's  due  performance of his entire
obligation can be assigned despite agreement otherwise.
(3) Unless the circumstances indicate the contrary  a  prohibition  of
assignment  of  "the  contract"  is  to be construed as barring only the
delegation to the assignee of the assignor's performance.
(4) An assignment of "the contract" or of "all  my  rights  under  the
contract"  or an assignment in similar general terms is an assignment of
rights and unless the language or the circumstances (as in an assignment
for security) indicate the contrary, it is a delegation  of  performance
of  the  duties  of  the  assignor  and  its  acceptance by the assignee
constitutes a promise by him to perform those duties.  This  promise  is
enforceable  by  either  the assignor or the other party to the original
contract.
(5)  The  other  party  may  treat  any  assignment  which   delegates
performance  as  creating  reasonable  grounds  for  insecurity  and may
without prejudice to his rights against the assignor  demand  assurances
from the assignee (Section 2--609).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-302 - Unconscionable Contract or Clause.

Section 2--302. Unconscionable Contract or Clause.
(1)  If  the court as a matter of law finds the contract or any clause
of the contract to have been unconscionable at the time it was made  the
court  may  refuse  to  enforce  the  contract,  or  it  may enforce the
remainder of the contract without the unconscionable clause, or  it  may
so  limit  the  application of any unconscionable clause as to avoid any
unconscionable result.
(2) When it is claimed or appears to the court that  the  contract  or
any clause thereof may be unconscionable the parties shall be afforded a
reasonable opportunity to present evidence as to its commercial setting,
purpose and effect to aid the court in making the determination.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-303 - Allocation or Division of Risks.

Section 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-304 - Price Payable in Money, Goods, Realty, or Otherwise.

Section 2--304. Price Payable in Money, Goods, Realty, or Otherwise.
(1)  The  price  can  be  made payable in money or otherwise. If it is
payable in whole or in part in goods each party is a seller of the goods
which he is to transfer.
(2) Even though all or part of the price is payable in an interest  in
realty  the  transfer  of  the  goods  and the seller's obligations with
reference to them are subject to this Article, but not the  transfer  of
the  interest  in  realty  or the transferor's obligations in connection
therewith.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-305 - Open Price Term.

Section 2--305. Open Price Term.
(1)  The  parties  if  they so intend can conclude a contract for sale
even though the price is not settled. In such a  case  the  price  is  a
reasonable price at the time for delivery if
(a) nothing is said as to price; or
(b) the  price  is left to be agreed by the parties and they fail
to agree; or
(c) the price is to be fixed in terms of some  agreed  market  or
other standard as set or recorded by a third person or agency
and it is not so set or recorded.
(2)  A  price  to be fixed by the seller or by the buyer means a price
for him to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement  of  the
parties  fails  to  be fixed through fault of one party the other may at
his option treat the contract as cancelled or himself fix  a  reasonable
price.
(4)  Where,  however,  the  parties  intend not to be bound unless the
price be fixed or agreed and it is not  fixed  or  agreed  there  is  no
contract.  In  such  a  case  the  buyer  must  return any goods already
received or if unable so to do must pay their reasonable  value  at  the
time  of  delivery  and  the seller must return any portion of the price
paid on account.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-306 - Output, Requirements and Exclusive Dealings.

Section 2--306. Output, Requirements and Exclusive Dealings.
(1)  A term which measures the quantity by the output of the seller or
the requirements of the buyer means such actual output  or  requirements
as  may  occur  in  good  faith,  except  that  no quantity unreasonably
disproportionate to any stated estimate or in the absence  of  a  stated
estimate   to  any  normal  or  otherwise  comparable  prior  output  or
requirements may be tendered or demanded.
(2) A lawful agreement by either the seller or the buyer for exclusive
dealing in the kind of goods concerned imposes unless  otherwise  agreed
an  obligation by the seller to use best efforts to supply the goods and
by the buyer to use best efforts to promote their sale.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-307 - Delivery in Single Lot or Several Lots.

Section 2--307. Delivery in Single Lot or Several Lots.
Unless  otherwise  agreed  all goods called for by a contract for sale
  must be tendered in a single delivery and payment is due  only  on  such
  tender  but  where the circumstances give either party the right to make
  or demand delivery in lots the price if it can  be  apportioned  may  be
  demanded for each lot.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-308 - Absence of Specified Place for Delivery.

Section 2--308. Absence of Specified Place for Delivery.
Unless otherwise agreed
(a)  the place for delivery of goods is the seller's place of business
or if he has none his residence; but
(b) in a contract for sale of identified goods which to the  knowledge
of  the parties at the time of contracting are in some other place, that
place is the place for their delivery; and
(c) documents of title may  be  delivered  through  customary  banking
channels.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-309 - Absence of Specific Time Provisions; Notice of Termination.

Section 2--309. Absence   of   Specific   Time   Provisions;  Notice  of
Termination.
(1) The time for shipment or delivery or  any  other  action  under  a
contract  if  not  provided  in  this  Article or agreed upon shall be a
reasonable time.
(2) Where the contract provides for  successive  performances  but  is
indefinite  in  duration  it  is  valid for a reasonable time but unless
otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening  of
an agreed event requires that reasonable notification be received by the
other  party and an agreement dispensing with notification is invalid if
its operation would be unconscionable.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-310 - Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.

Section 2--310. Open Time for Payment or Running of Credit; Authority to
Ship Under Reservation.
Unless otherwise agreed
(a)  payment  is  due  at  the time and place at which the buyer is to
receive the goods even though the place of  shipment  is  the  place  of
delivery; and
(b)  if  the  seller  is authorized to send the goods he may ship them
under reservation, and may tender the documents of title, but the  buyer
may  inspect  the goods after their arrival before payment is due unless
such inspection is inconsistent with the terms of the contract  (Section
2--513); and
(c)  if  delivery  is authorized and made by way of documents of title
otherwise than by subsection (b) then payment is due regardless of where
the goods are to be received (i) at the time  and  place  at  which  the
buyer  is  to  receive delivery of the tangible documents or (ii) at the
time the buyer is to receive delivery of the electronic documents and at
the seller's place of business or if none, the seller's residence; and
(d) where the seller is required or authorized to ship  the  goods  on
credit  the credit period runs from the time of shipment but post-dating
the invoice or delaying its  dispatch  will  correspondingly  delay  the
starting of the credit period.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-311 - Options and Cooperation Respecting Performance.

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

Section 2--312. Warranty  of  Title  and  Against  Infringement; Buyer's
Obligation Against Infringement.
(1) Subject to subsection (2) there  is  in  a  contract  for  sale  a
warranty by the seller that
(a) the  title conveyed shall be good, and its transfer rightful;
and
(b) the goods shall be delivered free from any security  interest
or  other  lien or encumbrance of which the buyer at the time
of contracting has no knowledge.
(2) A warranty under subsection (1) will be excluded or modified  only
by  specific language or by circumstances which give the buyer reason to
know that the person selling does not claim title in himself or 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-313 - Express Warranties by Affirmation, Promise, Description, Sample.

Section 2--313. Express Warranties by Affirmation, Promise, Description,
Sample.
(1) Express warranties by the seller are created as follows:
(a) Any  affirmation of fact or promise made by the seller to the
buyer which relates to the goods  and  becomes  part  of  the
basis  of  the  bargain  creates an express warranty that the
goods shall conform to the affirmation or promise.
(b) Any description of the goods which is made part of the  basis
of  the  bargain  creates  an express warranty that the goods
shall conform to the description.
(c) Any sample or model which is made part of the  basis  of  the
bargain  creates  an  express  warranty that the whole of the
goods shall conform to the sample or model.
(2) It is not necessary to the creation of an  express  warranty  that
the  seller use formal words such as "warrant" or "guarantee" or that he
have a specific intention to make a warranty, but an affirmation  merely
of  the  value  of  the goods or a statement purporting to be merely the
seller's opinion  or  commendation  of  the  goods  does  not  create  a
warranty.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-314 - Implied Warranty: Merchantability; Usage of Trade.

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

Section 2--315. Implied Warranty: Fitness for Particular Purpose.
Where  the  seller  at  the time of contracting has reason to know any
  particular purpose for which the goods are required and that  the  buyer
  is  relying  on  the  seller's  skill  or  judgment to select or furnish
  suitable goods, there is unless excluded  or  modified  under  the  next
  section  an  implied  warranty  that  the  goods  shall  be fit for such
  purpose.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-316 - Exclusion or Modification of Warranties.

Section 2--316. Exclusion or Modification of Warranties.
(1)  Words  or conduct relevant to the creation of an express warranty
and words or conduct tending  to  negate  or  limit  warranty  shall  be
construed wherever reasonable as consistent with each other; but subject
to  the  provisions  of  this  Article  on  parol  or extrinsic evidence
(Section 2--202) negation or limitation is  inoperative  to  the  extent
that such construction is unreasonable.
(2)  Subject  to  subsection  (3),  to  exclude  or modify the implied
warranty of merchantability or any part of it the language must  mention
merchantability  and  in  case  of a writing must be conspicuous, and to
exclude or modify any implied warranty of fitness the exclusion must  be
by a writing and conspicuous. Language to exclude all implied warranties
of  fitness  is sufficient if it states, for example, that "There are no
warranties which extend beyond the description on the face hereof. "
(3) Notwithstanding subsection (2)
(a) unless the  circumstances  indicate  otherwise,  all  implied
warranties  are  excluded  by expressions like "as is", "with
all faults" or other language which in  common  understanding
calls  the  buyer's  attention to the exclusion of warranties
and makes plain that there is no implied warranty; and
(b) when the buyer before entering into the contract has examined
the goods or the sample or model as fully as  he  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).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-317 - Cumulation and Conflict of Warranties Express or Implied.

Section 2--317. Cumulation   and   Conflict  of  Warranties  Express  or
Implied.
Warranties whether express or implied shall be construed as consistent
with  each  other  and  as  cumulative,  but  if  such  construction  is
unreasonable the intention of the parties shall determine which warranty
is dominant. In ascertaining that intention the following rules apply:
(a)  Exact or technical specifications displace an inconsistent sample
or model or general language of description.
(b) A sample from an  existing  bulk  displaces  inconsistent  general
language of description.
(c)  Express warranties displace inconsistent implied warranties other
than an implied warranty of fitness for a particular purpose.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-318 - Third Party Beneficiaries of Warranties Express or Implied.

Section 2--318. Third  Party  Beneficiaries  of  Warranties  Express  or
Implied.
A seller's warranty whether express or implied extends to any  natural
  person  if  it is reasonable to expect that such person may use, consume
  or be affected by the goods and who is injured in person  by  breach  of
  the  warranty.  A  seller may not exclude or limit the operation of this
  section.