reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.2020 - Notice; knowledge.

(1) Subject to subsection (6) of this section, a person has notice of a fact if the person:
(a) Has actual knowledge of it;
(b) Has received a notice or notification of it; or
(c) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(2) "Knowledge" means actual knowledge. "Knows" has a corresponding meaning.
(3) "Discover," "learn" or words of similar import refer to knowledge rather than to reason to know.
(4) 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.
(5) Subject to subsection (6) of this section, a person receives a notice or notification when:
(a) It comes to the person’s attention; or
(b) 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 the person as the place for receipt of such communications.
(6) 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. [1961 c.726 §71.2020; 2009 c.181 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.2040 - Value.

Except as otherwise provided in ORS chapters 73, 74 and 75, a person gives value for rights if the person acquires them:
(1) 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;
(2) As security for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting delivery under a preexisting contract for purchase; or
(4) In return for any consideration sufficient to support a simple contract. [1961 c.726 §71.2040; 2009 c.181 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.2050 - Reasonable time; seasonableness.

(1) 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.
(2) 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. [1961 c.726 §71.2050; 2009 c.181 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.2060 - 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. [1961 c.726 §71.2060; 2009 c.181 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3010 - Territorial applicability; parties’ power to choose applicable law.

(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
(2) In the absence of such an agreement effective under subsection (1) of this section and except as provided in subsection (3) of this section, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state.
(3) 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:
(a) Rights of creditors against sold goods as specified in ORS 72.4020.
(b) Applicability of ORS chapter 72A on leases.
(c) Applicability of ORS chapter 74 as specified in ORS 74.1020.
(d) Applicability of ORS chapter 74A as specified in ORS 74A.5070.
(e) Applicability of ORS chapter 75 as specified in ORS 75.1160.
(f) Applicability of ORS chapter 78 as specified in ORS 78.1100.
(g) ORS 79.0301 to 79.0307 governing perfection, the effect of perfection or nonperfection and the priority of security interests and agricultural liens. [2009 c.181 §14]
Note:
71.3010 to 71.3100 were added to and made a part of the Uniform Commercial Code by legislative action but were not added to ORS chapter 71 or any series therein. See Preface to Oregon Revised Statutes for further explanation.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3020 - Variation by agreement.

(1) Except as otherwise provided in subsection (2) of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.
(2) 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.
(3) 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. [2009 c.181 §15]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3030 - Course of performance, course of dealing and usage of trade.

(1) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if:
(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(b) 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.
(2) 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 the parties’ expressions and other conduct.
(3) A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that the practice or method will be observed with respect to the transaction in question. The existence and scope of the usage must be proved as fact. If it is established that the usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(4) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which the parties 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.
(5) Except as otherwise provided in subsection (6) 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:
(a) Express terms prevail over course of performance, course of dealing and usage of trade;
(b) Course of performance prevails over course of dealing and usage of trade; and
(c) Course of dealing prevails over usage of trade.
(6) Subject to ORS 72.2090, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7) 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. [2009 c.181 §16]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3050 - Remedies to be liberally administered.

(1) The remedies provided by the Uniform Commercial Code 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 consequential damages, special damages or penal damages may not be had except as specifically provided in the Uniform Commercial Code or by other rule of law.
(2) Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring the right or obligation specifies a different and limited effect. [2009 c.181 §18]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3060 - 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. [2009 c.181 §19]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3070 - 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 the document’s own authenticity and genuineness and of the facts stated in the document by the third party. [2009 c.181 §20]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3080 - Performance or acceptance under reservation of rights.

(1) 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.
(2) Subsection (1) of this section does not apply to an accord and satisfaction. [2009 c.181 §21]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3090 - 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. [2009 c.181 §22]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.3100 - 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. [2009 c.181 §23]
Note:
See note under 71.3010.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1020 - Scope; certain security and other transactions excluded from chapter.

Unless the context otherwise requires, this chapter applies to transactions in goods; they do 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. [1961 c.726 §72.1020]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1030 - 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) "Livestock" means equines, cattle, sheep, goats, llamas, alpacas and swine.
(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, and the sections in which they appear are:
(a) "Acceptance," as defined in ORS 72.6060.
(b) "Banker’s credit," as defined in ORS 72.3250.
(c) "Between merchants," as defined in ORS 72.1040.
(d) "Cancellation," as defined in ORS 72.1060 (4).
(e) "Commercial unit," as defined in ORS 72.1050.
(f) "Confirmed credit," as defined in ORS 72.3250.
(g) "Conforming to contract," as defined in ORS 72.1060.
(h) "Contract for sale," as defined in ORS 72.1060.
(i) "Cover," as defined in ORS 72.7120.
(j) "Entrusting," as defined in ORS 72.4030.
(k) "Financing agency," as defined in ORS 72.1040.
(L) "Future goods," as defined in ORS 72.1050.
(m) "Goods," as defined in ORS 72.1050.
(n) "Identification," as defined in ORS 72.5010.
(o) "Installment contract," as defined in ORS 72.6120.
(p) "Letter of credit," as defined in ORS 72.3250.
(q) "Lot," as defined in ORS 72.1050.
(r) "Merchant," as defined in ORS 72.1040.
(s) "Overseas," as defined in ORS 72.3230.
(t) "Person in position of seller," as defined in ORS 72.7070.
(u) "Present sale," as defined in ORS 72.1060.
(v) "Sale," as defined in ORS 72.1060.
(w) "Sale on approval," as defined in ORS 72.3260.
(x) "Sale or return," as defined in ORS 72.3260.
(y) "Termination," as defined in ORS 72.1060.
(3) "Control" as provided in ORS 77.1060 and the following definitions in other series of sections apply to this chapter:
(a) "Check," as defined in ORS 73.0104.
(b) "Consignee," as defined in ORS 77.1020.
(c) "Consignor," as defined in ORS 77.1020.
(d) "Consumer goods," as defined in ORS 79.0102.
(e) "Dishonor," as defined in ORS 73.0502.
(f) "Draft," as defined in ORS 73.0104.
(4) In addition, ORS chapter 71 contains general definitions and principles of construction and interpretation applicable throughout this chapter. [1961 c.726 §72.1030; 1979 c.636 §1; 1993 c.545 §116; 1995 c.320 §1; 2001 c.445 §132; 2009 c.181 §24]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1040 - Definitions: "merchant"; "financing agency"; "between merchants."

(1) "Merchant" means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by employment of an agent or broker or other intermediary who by occupation purports to have such knowledge or skill.
(2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods.
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. [1961 c.726 §72.1040; 1987 c.158 §15; 2009 c.181 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1050 - Definitions: "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 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 ORS 72.1070 on goods to be severed from realty.
(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. [1961 c.726 §72.1050]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1060 - 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. 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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance. [1961 c.726 §72.1060]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.1070 - 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 chapter 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) of this section or of timber to be cut is a contract for the sale of goods within this chapter 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. [1961 c.726 §72.1070; 1963 c.402 §9; 1973 c.504 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2010 - 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 the authorized agent or broker of the party. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in 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) of this section against such party unless written notice of objection to its contents is given within 10 days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) of this section 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 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 in accordance with ORS 72.6060. [1961 c.726 §72.2010]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2020 - 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:
(1) By course of performance, course of dealing or usage of trade as provided in ORS 71.3030; and
(2) 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. [1961 c.726 §72.2020; 2009 c.181 §26]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2030 - 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. [1961 c.726 §72.2030]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2040 - 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. [1961 c.726 §72.2040]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2050 - 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. [1961 c.726 §72.2050]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2060 - 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 nonconforming goods, but such a shipment of nonconforming 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. [1961 c.726 §72.2060]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2070 - 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 the Uniform Commercial Code. [1961 c.726 §72.2070]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2090 - Modification, rescission and waiver.

(1) An agreement modifying a contract within this chapter 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 ORS 72.2010, relating to the statute of frauds must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) of this section, it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. [1961 c.726 §72.2090]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.2100 - Delegation of performance; assignment of rights.

(1) A party may perform the duty of the party through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the 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 ORS 79.0406, 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 the other party by the contract, or impair materially the chance of the other party 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 the entire obligation of the assignor can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer’s chance of obtaining return performance within the purview of subsection (2) of this section unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(4) Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor’s performance.
(5) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to the rights of the other party against the assignor demand assurances from the assignee as provided in ORS 72.6090. [1961 c.726 §72.2100; 2001 c.445 §133]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3020 - 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. [1961 c.726 §72.3020]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3040 - 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 the party 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 chapter, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith. [1961 c.726 §72.3040]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3050 - 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 the seller or buyer 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 the option of the other party treat the contract as canceled or may 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. [1961 c.726 §72.3050]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3060 - 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. [1961 c.726 §72.3060]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3070 - 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. [1961 c.726 §72.3070]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3080 - Absence of specified place for delivery.

Unless otherwise agreed:
(1) The place for delivery of goods is the seller’s place of business or if the seller has none the residence of the seller; but
(2) 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
(3) Documents of title may be delivered through customary banking channels. [1961 c.726 §72.3080]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3090 - 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 chapter 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. [1961 c.726 §72.3090]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3100 - Open time for payment or running of credit; authority to ship under reservation.

Unless otherwise agreed:
(1) 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;
(2) If the seller is authorized to send the goods the seller may ship them under reservation, and may tender the documents of title, but, pursuant to ORS 72.5130, the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract;
(3) If delivery is authorized and made by way of documents of title otherwise than by subsection (2) of this section then payment is due, regardless of where the goods are to be received:
(a) At the time and place at which the buyer is to receive delivery of the tangible documents; or
(b) 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
(4) Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period. [1961 c.726 §72.3100; 2009 c.181 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3110 - Options and cooperation respecting performance.

(1) An agreement for sale which is otherwise sufficiently definite to be a contract within ORS 72.2040 (3) 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 ORS 72.3190 (1)(c) and 72.3190 (3) specifications or arrangements relating to shipment are at the seller’s option.
(3) Where such specification would materially affect the other party’s performance but is not seasonably made or where one 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 the performance of that party; and
(b) May also either proceed to perform in any reasonable manner or after the time for a material part of the performance of that party treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. [1961 c.726 §72.3110]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3120 - Warranty of title and against infringement; buyer’s obligation against infringement.

(1) Subject to subsection (2) of this section 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) of this section 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 or that the person is purporting to sell only such right or title as the person 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. [1961 c.726 §72.3120]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3130 - 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 the seller 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. [1961 c.726 §72.3130]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3140 - Implied warranty: merchantability; usage of trade.

(1) Unless excluded or modified as provided in ORS 72.3160, 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 as provided in ORS 72.3160 other implied warranties may arise from course of dealing or usage of trade. [1961 c.726 §72.3140]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 072 - Sales › Section 72.3150 - 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 ORS 72.3160 an implied warranty that the goods shall be fit for such purpose. [1961 c.726 §72.3150]