reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-3 - Definitions

12:11A-3. Definitions
As used in this act:
"Corporation" shall mean the South Jersey Port Corporation, created by this act, or, if said corporation shall be abolished, the board, body or commission succeeding to the principal functions thereof or to whom the powers given by this act to the corporation shall be given by law.
"District" or "port district" shall mean the South Jersey Port District created by this act.
"Marine terminals" shall mean developments, consisting of one or more piers, wharves, docks, bulkheads, slips, basins, vehicular roadways, railroad connections, side tracks, sidings or other buildings, structures, facilities or improvements, necessary or convenient to the accommodation of steamships or other vessels and their cargoes or passengers.
"Marine terminal purposes" shall mean the effectuation, establishment, acquisition, construction, rehabilitation, improvement, maintenance, ownership and operation of marine terminals.
"Private marine terminal operator" shall mean any person or persons, corporation, partnership or any business organization which shall operate and maintain any of the marine terminals established, acquired, constructed, rehabilitated or improved by the South Jersey Port Corporation by means of and through leasing agreements entered into by any such person or persons, corporation, partnership or any business organization with the South Jersey Port Corporation.
"Cost," in addition to the usual meanings thereof, means the cost of acquisition or construction of all or any part of a marine terminal and of all or any property, rights, easements, privileges, agreements and franchises deemed by the corporation to be necessary or useful and convenient therefor or in connection therewith, including interest or discount on bonds, cost of issuance of bonds; engineering and inspection costs and legal expenses; cost of financial, professional and other estimates and advice; organization, administration, operation and other expenses of the corporation prior to and during such acquisition or construction; and all such other expenses as may be necessary or incident to the financing, acquisition, construction and completion of said marine terminal or part thereof and placing of same in operation; and also such provision or reserves for working capital, operating or maintenance or replacement expenses, or for payment or security of principal of or interest on bonds prior to during or after such acquisition or construction and including also payments to its South Jersey Port Corporation Reserve Fund and payments required under Tax Agreements with counties or municipalities pursuant to section 20 of this act.
L.1968, c. 60, s. 3, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-4 - Creation and boundaries of district

12:11A-4. Creation and boundaries of district
The South Jersey Port District is hereby created and shall embrace the counties of Mercer, Burlington, Camden, Gloucester, Salem, Cumberland and Cape May and all the lands and waters in the Delaware river and bay contiguous thereto, subject to the right, title and interest of the State in and to the lands under the waters of the Delaware river and bay.
L.1968, c. 60, s. 4, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-5.1 - Transfer from department of environmental protection to department of labor and industry

12:11A-5.1. Transfer from department of environmental protection to department of labor and industry
The South Jersey Port Corporation, a body corporate and politic, established pursuant to P.L.1968, c. 60 (C. 12:11A-1 et seq.), together with all of its functions, powers and duties, is hereby transferred from the Department of Environmental Protection to the Department of Labor and Industry.
L.1976, c. 130, s. 1, eff. Dec. 21, 1976.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-8 - Marine terminals

12:11A-8. Marine terminals
In order to facilitate the development of port facilities in the areas of this State bordering on the tidal reaches of the Delaware river and bay the South Jersey Port Corporation is hereby authorized and empowered to establish, acquire, construct, rehabilitate, improve, own, operate and maintain marine terminals at such locations within the South Jersey Port District as it shall determine.
L.1968, c. 60, s. 8, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-9 - Lease agreements with private marine terminals

12:11A-9. Lease agreements with private marine terminals
In order to further facilitate the development of port facilities in the areas of this State bordering on the tidal reaches of the Delaware river and bay and to further the development of commerce and industry in this State, the South Jersey Port Corporation is hereby authorized and empowered to enter into lease agreements with private marine terminal operators whereby the marine terminals established, acquired, constructed, rehabilitated, improved, owned, operated or maintained by the corporation may be operated and maintained by such private marine terminal operators. The exercise of this power to lease marine terminals shall be in the uncontrolled discretion of the corporation, and nothing in this act is to be construed as requiring the leasing of any marine terminal by the corporation.
L.1968, c. 60, s. 9, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-10 - Municipal marine terminals; use by corporation

12:11A-10. Municipal marine terminals; use by corporation
Notwithstanding any contrary provision of law, any municipality located within the port district is authorized and empowered to consent to the use by the port corporation of any marine terminal owned by such municipality or of any real or personal property owned by such municipality and necessary, convenient or desirable in the opinion of the port corporation for marine terminal purposes, including such real property as has already been devoted to a public use and as an incident to such consent, to grant, convey, lease or otherwise transfer to the port corporation any such marine terminal or real or personal property upon such terms as may be determined by the port corporation and such municipality. Every such municipality is also authorized and empowered to vest in the port corporation the control, operation, maintenance, rents, tolls, charges and any and all other revenues of any marine terminal now owned by such municipality, the title to such marine terminal remaining in such municipality.
L.1968, c. 60, s. 10, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-11 - Issuance of negotiable bonds or notes; interest; terms

12:11A-11. Issuance of negotiable bonds or notes; interest; terms
(a) The corporation shall have the power and is hereby authorized from time to time to issue its negotiable bonds or notes for any of its corporate purposes, including cost of marine terminals, the payment, funding or refunding of principal of or interest or redemption premiums on any bonds or notes issued by it whether the bonds or notes to be funded or refunded have or have not matured; provided, however, that prior to the issuance of any bonds or notes, the corporation shall submit a copy of the resolution authorizing the issuance thereof to the Governor and the State Treasurer, and the corporation shall not issue any bonds or notes until both the Governor and the State Treasurer have approved thereof by signing and returning said copy of the resolution authorizing the issuance thereof to the corporation.
(b) Except as may be otherwise expressly provided by the corporation every issue of bonds or notes shall be general obligations payable out of any moneys or revenues of the corporation subject only to any agreements with the holders of particular bonds or notes pledging any particular moneys or revenues.
(c) Whether or not bonds or notes issued by the corporation are of such form and character as to be negotiable instruments, such bonds and notes shall be fully negotiable within the meaning and for all the purposes of the Uniform Commercial Code.
(d) The corporation may issue temporary or interim bonds, pending the preparation of definitive bonds, exchangeable for definitive bonds.
(e) Bonds and notes shall be authorized by resolution of the corporation and shall bear such date or dates, mature at such time or times, bear interest at such rate or rates not exceeding 6% per annum, be in such denominations, be in such form either coupon or registered, carry such registration privileges, be executed in such manner, be payable in such medium of payment and at such place or places, and be subject to such terms of redemption with or without premium as such resolution or resolutions may provide. Bonds or notes may be sold at public or private sale, for such price or prices as the corporation shall determine.
(f) Any resolution of the corporation authorizing the issuance of bonds or notes may appoint a trustee or trustees, a paying agent or paying agents, or such other fiduciaries as such resolution may provide. Any trustee, paying agent and other fiduciary so appointed may be any trust company or bank having the powers of a trust company within or without the State.
L.1968, c. 60, s. 11, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-14 - Maximum debt service reserve; maintenance; valuation of investments

12:11A-14. Maximum debt service reserve; maintenance; valuation of investments
In order to assure the maintenance of the maximum debt service reserve in the South Jersey Port Corporation Reserve Fund, there shall be annually appropriated and paid to the corporation for deposit in said fund, such sum, if any, as shall be certified by the chairman of the corporation to the Governor as necessary to restore said fund to an amount equal to the maximum debt service reserve. The chairman shall annually, on or before December 1, make and deliver to the Governor his certificate stating the sum, if any, required to restore said fund to the amount aforesaid, and the sum or sums so certified shall be appropriated and paid to the corporation during the then current State fiscal year.
For purposes of valuation, investments in said fund shall be valued at the lower cost of market value.
L.1968, c. 60, s. 14, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-15 - Additional reserve funds

12:11A-15. Additional reserve funds
The corporation may establish such additional and further reserve funds as may be, in its discretion, necessary and desirable or to comply with the provisions of any agreement made by or any resolution of the corporation.
L.1968, c. 60, s. 15, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-16 - Bonds or notes not debt or liability of state

12:11A-16. Bonds or notes not debt or liability of state
Except as otherwise provided by or pursuant to any law or laws hereafter submitted to the people pursuant to Section II of Article VIII of the State Constitution and approved by a majority of the legally qualified voters of the State voting thereon, bonds or notes issued under the provisions of this act shall not constitute a debt or liability of the State or of any political subdivision thereof or a pledge of the faith and credit of the State or of any such political subdivision, and all such bonds or notes shall contain on the face thereof a statement to that effect.
L.1968, c. 60, s. 16, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-17 - Agreement by state not to limit or restrict rights vested in corporation

12:11A-17. Agreement by state not to limit or restrict rights vested in corporation
The State of New Jersey does pledge to and agree with the holders of the bonds or notes issued pursuant to authority contained in this act, that the State will not limit or restrict the rights hereby vested in the corporation to maintain, acquire, construct, reconstruct, improve, own and operate any marine terminal or to enter into lease agreements with private marine terminal operators to operate any marine terminal as defined in this act or to establish and collect such rents, tolls, fees or other charges as may be convenient or necessary to produce sufficient revenues to meet the expenses of such maintenance, acquisition, construction, reconstruction, improvement, ownership and operation thereof and to fulfill the terms of any agreements made with the holders of bonds or notes authorized by this act or in any way impair the rights or remedies of the holders of such bonds or notes until the bonds and notes, together with interest thereon, are fully paid and discharged.
L.1968, c. 60, s. 17, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-18 - Bonds of corporation as legal investments

12:11A-18. Bonds of corporation as legal investments
Notwithstanding any restriction contained in any other law, the State and all political subdivisions of this State, their officers, boards, commissions, departments or other agencies, all banks, bankers, trust companies, savings banks and institutions, building and loan associations, savings and loan associations, investment companies and other persons carrying on a banking or investment business, all insurance companies, insurance associations and other persons carrying on an insurance business, and all executors, administrators, guardians, trustees and other fiduciaries, and all other persons whatsoever who now are or may hereafter be authorized to invest in bonds or other obligations of the State, may properly and legally invest any sinking funds, moneys or other funds, including capital, belonging to them or within their control in any bonds or notes issued by the corporation under the provisions of this act; and said bonds and notes are hereby made securities which may properly and legally be deposited with and received by any State or municipal officers or agency of the State for any purpose for which the deposit of bonds or other obligations of the State is now or may hereafter be authorized by law.
L.1968, c. 60, s. 18, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-19 - Rents, tolls and fees for use of marine terminal; collection; contracts

12:11A-19. Rents, tolls and fees for use of marine terminal; collection; contracts
The corporation is hereby authorized to fix, revise, charge and collect rents, tolls, fees and charges for the use of each marine terminal and the different parts or sections thereof, and to contract with any person, partnership, association or corporation, desiring the use of any part thereof, for placing thereon telephone, telegraph, electric light or power lines, railroad tracks, railroad sidings, gas stations, garages, stores and restaurants, or for any other purpose, and to fix the terms, conditions, rents and rates of charges for such use; provided, that no contract shall be required, and no rent toll, fee or other charge of any kind shall be imposed for the use and occupation of any marine terminal for the installation, construction, use, operation, maintenance, repair, renewal, relocation or removal of tracks, pipes, mains, conduits, cables, wires, towers, poles or other equipment or appliances in, on, along, over or under any such marine terminal by any public utility as defined in section 48:2-13 of the Revised Statutes which is subject to taxation pursuant to either chapter 4 of the laws of 1940, as amended (C. 54:30A-16 et seq.), or chapter 5 of the laws of 1940, as amended (C. 54:30A-49 et seq.). Such rents, tolls, fees and charges shall be so fixed and adjusted as to carry out and perform the terms and provisions of any contract with or for the benefit of bondholders. Such rents, tolls, fees and charges shall not be subject to supervision or regulation by any other commission, board, bureau or agency of the State. The use and disposition of rents, tolls, fees, charges, and any and all other revenues shall be subject to the provisions of any resolution authorizing the issuance of such bonds or notes.
L.1968, c. 60, s. 19, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-21 - Lease agreement with private marine terminal operator; maintenance and repair

12:11A-21. Lease agreement with private marine terminal operator; maintenance and repair
Whenever, in its uncontrolled discretion, the corporation shall decide to enter into a lease agreement or agreements with any private marine terminal operator or operators for the purpose of operating any of the marine terminals established, acquired, constructed, rehabilitated, improved, operated, owned or maintained by the corporation, the corporation shall include in such agreement or agreements provisions for the maintenance and keeping in good condition and repair any marine terminal which is the subject of said agreement or agreements.
L.1968, c. 60, s. 21, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-23 - Powers deemed additional

12:11A-23. Powers deemed additional
The foregoing sections of this act shall be deemed to provide an additional and alternative method for the doing of the things authorized thereby, and shall be regarded as supplemental and additional to powers conferred by other laws, and shall not be regarded as in derogation of any powers now existing; provided, however, that the issuance of bonds or notes under the provisions of this act need not comply with the requirements of any other law applicable to the issuance of bonds or notes.
L.1968, c. 60, s. 23, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-25 - Reimbursement of State for sums paid in discharge of obligations

12:11A-25. Reimbursement of State for sums paid in discharge of obligations
The South Jersey Port Corporation is hereby authorized, empowered and directed to enter into an agreement or agreements with the State of New Jersey whereby such sums as shall have been paid by the State in the discharge of the obligations of the State pursuant to this act may be reimbursed to the State out of the funds of the corporation; provided, however, that nothing in this section shall be interpreted as requiring the corporation to issue any bonds for the express purpose of fulfilling such agreement; and no such agreement between the State of New Jersey and the corporation shall infringe the rights or in any way affect the obligations of the corporation to any of its bondholders, nor shall any such agreement impair the financial integrity of the corporation or prevent the corporation from undertaking any project or projects which it is authorized to undertake and for which it is authorized to issue bonds pursuant to the provisions of this act; and, provided further, that prior to any such agreement between the State of New Jersey and the corporation an audit of the financial records of the corporation shall be made by the Treasurer of the State of New Jersey and said treasurer shall certify that such agreement will not impair the financial integrity of the corporation; and, provided further, that nothing in this section shall be interpreted as requiring the corporation in any agreement or agreements to repay the total sum appropriated by the State of New Jersey in the discharge of the State's financial obligations pursuant to the provisions of this act.
L.1968, c. 60, s. 26, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-27 - Partial invalidity

12:11A-27. Partial invalidity
If any provision of this act or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the act which can be given effect without the invalid provisions or application and to this end the provisions of this act are declared to be severable.
L.1968, c. 60, s. 28, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-28 - Transfer of rights, property and facilities of commission to corporation

12:11A-28. Transfer of rights, property and facilities of commission to corporation
All bondholders and other creditors of the commission and persons having claims against or contracts with the commission of any kind or character may enforce such debts, claims and contracts against the corporation as successor to the commission in the same manner as they might have had against the commission, and the rights and remedies of such bondholders, creditors and persons having claims or contracts shall not be limited or restricted in any manner by this act. All property, rights and powers of the commission are hereby vested in and shall be exercised by the corporation, subject, however, to all pledges, covenants, agreements and trusts made or created by the commission respectively. All debts, liabilities, obligations, agreements and covenants of the commission, except to the extent otherwise specifically provided or established to the contrary in this act, are hereby imposed upon the corporation. In continuing the functions and carrying out the contracts, obligations and duties of the commission, the corporation is hereby authorized to act in its own name or in the name of the commission as may be convenient or advisable under the circumstances from time to time. The provisions of this act shall be subject to the limitation that the corporation, after acquiring the rights, properties and facilities of the commission, shall not apply any funds or revenues derived from any rights, properties or facilities which prior to such acquisition were under control of the commission except to the payment of bonds, or interest thereon, issued before such acquisition, but this shall not limit the subsequent application of tolls, charges or revenues from any such rights, properties or facilities to the payment of bonds or notes authorized or issued by the corporation after time of such acquisition.
L.1968, c. 60, s. 29, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:11A-29 - Inconsistent laws

12:11A-29. Inconsistent laws
All other general or special laws, or parts thereof, inconsistent herewith are hereby declared to be inapplicable to the provisions of this act.
L.1968, c. 60, s. 30, eff. June 13, 1968.
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:13-1 - State, counties and municipalities authorized to apply for establishment of zones

12:13-1. State, counties and municipalities authorized to apply for establishment of zones
The state of New Jersey, and any county or municipality, or public agency of the state, may make application for establishing, operating and maintaining foreign trade zones in this state, agreeably to and pursuant to the provisions of an act of the federal congress entitled "A bill to provide for the establishment, operation and maintenance of foreign trade zones in ports of entry in the United States, and to expedite and encourage foreign commerce."
2023 New Jersey Revised Statutes › Title 12 - Commerce and Navigation › Section 12:13-6 - Powers of corporation

12:13-6. Powers of corporation
Each foreign trade zone corporation which may receive such grant shall have full power to establish, operate and maintain a foreign trade zone in accordance with such grant subject to the statutes of the United States, and shall have all the powers and be subject to all the restrictions provided for corporations in this state.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-101 - Short titles.

12A:1-101. Short titles.
12A:1-101. Short Titles.
a. This act may be cited as the Uniform Commercial Code.
b. This Chapter may be cited as the Uniform Commercial Code - General Provisions.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-103 - Construction of the Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law.

12A:1-103. Construction of the Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law.
12A:1-103. Construction of the Uniform Commercial Code to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law.
a. The Uniform Commercial Code shall be liberally construed and applied to promote its underlying purposes and policies, which are:
(1) to simplify, clarify, and modernize the law governing commercial transactions;
(2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3) to make uniform the law among the various jurisdictions.
b. Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-104 - Construction against implied repeal.

12A:1-104. Construction against implied repeal.
12A:1-104. Construction Against Implied Repeal.
The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-105 - Severability.

12A:1-105. Severability.
12A:1-105. Severability.
If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-106 - Use of singular and plural; gender.

12A:1-106. Use of singular and plural; gender.
12A:1-106. Use of Singular and Plural; Gender.
In the Uniform Commercial Code, unless the statutory context otherwise requires:
a. Words in the singular number include the plural, and those in the plural include the singular; and
b. Words of any gender also refer to any other gender.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-108 - Relation to electronic signatures in Global and National Commerce Act.

12A:1-108. Relation to electronic signatures in Global and National Commerce Act.
12A:1-108. Relation to Electronic Signatures in Global and National Commerce Act.
This Chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s.7001 et seq., except that nothing in this Chapter modifies, limits, or supersedes section 7001(c) of that act or authorizes electronic delivery of any of the notices described in section 7003(b) of that act.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-202 - Notice; knowledge.

12A:1-202. Notice; knowledge.
12A:1-202. Notice; Knowledge.
a. Subject to subsection f. of this section, a person has "notice" of a fact if the person:
(1) has actual knowledge of it;
(2) has received a notice or notification of it; or
(3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
b. "Knowledge" means actual knowledge. "Knows" has a corresponding meaning.
c. "Discover," "learn," or words of similar import refer to knowledge rather than to reason to know.
d. A person "notifies" or "gives" a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
e. Subject to subsection f. of this section, a person "receives" a notice or notification when:
(1) it comes to that person's attention; or
(2) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
f. Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-204 - Value.

12A:1-204. Value.
12A:1-204. Value.
Except as otherwise provided in Chapters 3, 4, 5, and 6, a person gives value for rights if the person acquires them:
a. In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge back is provided for in the event of difficulties in collection;
b. As security for, or in total or partial satisfaction of, a preexisting claim;
c. By accepting delivery under a preexisting contract for purchase; or
d. In return for any consideration sufficient to support a simple contract.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-205 - Reasonable time; seasonableness.

12A:1-205. Reasonable time; seasonableness.
12A:1-205. Reasonable Time; Seasonableness.
a. Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.
b. An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-206 - Presumptions.

12A:1-206. Presumptions.
12A:1-206. Presumptions.
Whenever the Uniform Commercial Code creates a "presumption" with respect to a fact, or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-301 - Territorial applicability; parties' power to choose applicable law.

12A:1-301. Territorial applicability; parties' power to choose applicable law.
12A:1-301. Territorial Applicability; Parties' Power to Choose Applicable Law.
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 that 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 12A:2-402;
(2) sections 12A:2A-105 and 12A:2A-106;
(3) section 12A:4-102;
(4) section 12A:4A-507;
(5) section 12A:5-116;
(6) section 12A:8-110;
(7) sections 12A:9-301 through 12A:9-307.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-302 - Variation by agreement.

12A:1-302. Variation by agreement.
12A:1-302. Variation by Agreement.
a. Except as otherwise provided in subsection b. of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.
b. The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
c. The presence in certain provisions of the Uniform Commercial Code of the phrase "unless otherwise agreed," or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-303 - Course of performance, course of dealing, and usage of trade.

12A:1-303. Course of performance, course of dealing, and usage of trade.
12A: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 in 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. of this section, 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 12A: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.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-304 - Obligation of good faith.

12A:1-304. Obligation of good faith.
12A:1-304. Obligation of Good Faith.
Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-305 - Remedies to be liberally administered.

12A:1-305. Remedies to be liberally administered.
12A:1-305. Remedies to Be Liberally Administered.
a. The remedies provided by the Uniform Commercial Code shall 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 the Uniform Commercial Code or by other rule of law.
b. Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-306 - Waiver of renunciation of claim or right after breach.

12A:1-306. Waiver of renunciation of claim or right after breach.
12A:1-306. Waiver of 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.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-307 - Prima facie evidence by third party documents.

12A:1-307. Prima facie evidence by third party documents.
12A: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.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:1-308 - Performance or acceptance under reservation of rights.

12A:1-308. Performance or acceptance under reservation of rights.
12A:1-308. Performance or Acceptance Under Reservation of Rights.
a. 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.
b. Subsection a. of this section shall not apply to an accord and satisfaction.
L.2013, c.65, s.1.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:2-102 - Scope; certain security and other transactions excluded from this chapter

12A:2-102. Scope; certain security and other transactions excluded from this chapter
Unless the context otherwise requires, this Chapter 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 Chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
L.1961, c. 120, s. 2-102.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:2-103 - Definitions and index of definitions.

12A:2-103 Definitions and index of definitions.
12A:2-103. Definitions and index of definitions.
(1) In this chapter 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 Chapter or to specified Subchapters thereof, and the sections in which they appear are:
"Acceptance" 12A:2-606.
"Banker's credit" 12A:2-325.
"Between merchants" 12A:2-104.
"Cancellation" 12A:2-106(4).
"Commercial unit" 12A:2-105.
"Confirmed credit" 12A:2-325.
"Conforming to contract" 12A:2-106.
"Contract for sale" 12A:2-106.
"Cover" 12A:2-712.
"Entrusting" 12A:2-403.
"Financing agency" 12A:2-104.
"Future goods" 12A:2-105.
"Goods" 12A:2-105.
"Identification" 12A:2-501.
"Installment contract" 12A:2-612.
"Letter of Credit" 12A:2-325.
"Lot" 12A:2-105.
"Merchant" 12A:2-104.
"Overseas" 12A:2-323.
"Person in position of seller" 12A:2-707.
"Present sale" 12A:2-106.
"Sale" 12A:2-106.
"Sale on approval" 12A:2-326.
"Sale or return" 12A:2-326.
"Termination" 12A:2-106.
(3) The following definitions in other Chapters apply to this Chapter:
"Check" 12A:3-104.
"Consignee" 12A:7-102.
"Consignor" 12A:7-102.
"Consumer goods" 12A:9-102.
"Control" 12A:7-106.
"Dishonor" 12A:3-502.
"Draft" 12A:3-104.
(4) In addition Chapter 1 contains general definitions and principles of construction and interpretation applicable throughout this Chapter.
amended 1995, c.28, s.5; 2001, c.117, s.5; 2013, c.65, s.31.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:2-104 - Definitions: "merchant" ; "between merchants" ; "financing agency"

12A: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 (12A:2-707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
L.1961, c. 120, s. 2-104.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:2-105 - Definitions: transferability; "goods" ; "future" goods; "lot" ; "commercial unit"

12A: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 (Chapter 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 (12A: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 suit 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.
L.1961, c. 120, s. 2-105.
2023 New Jersey Revised Statutes › Title 12A - Commercial Transactions › Section 12A:2-106 - Definitions: "contract" ; "agreement" ; "contract for sale" ; "sale" ; "present sale" ; "conforming" to contract; "termination" ; "cancellation"

12A:2-106. Definitions: "contract" ; "agreement" ; "contract for sale" ; "sale" ; "present sale" ; "conforming" to contract; "termination" ; "cancellation"
(1) In this Chapter 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 (12A: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.
L.1961, c. 120, s. 2-106.