ARTICLE 2
SALES

Table of Contents

Sec. 42a-2-103. Definitions and index of definitions.
Sec. 42a-2-202. Final written expression: Parol or extrinsic evidence.
Sec. 42a-2-208. Course of performance or practical construction.
Sec. 42a-2-314. Implied warranty: merchantability; usage of trade.
Sec. 42a-2-402. Rights of seller's creditors against sold goods; right of certain buyers and lessors of goods to file under article 9.

PART 1
SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER

      Sec. 42a-2-103. Definitions and index of definitions. (1) In this article unless the context otherwise requires: (a) "Buyer" means a person who buys or contracts to buy goods. (b) "Receipt" of goods means taking physical possession of them. (c) "Seller" means a person who sells or contracts to sell goods.

      (2) Other definitions applying to this article or to specified parts thereof and the sections in which they appear are:

      "Acceptance". Section 42a-2-606.
      "Banker's credit". Section 42a-2-305.
      "Between merchants". Section 42a-2-104.
      "Cancellation". Section 42a-2-106(4).
      "Commercial unit". Section 42a-2-105.
      "Confirmed credit". Section 42a-2-325.
      "Conforming to contract". Section 42a-2-106.
      "Contract for sale". Section 42a-2-106.
      "Cover". Section 42a-2-712.
      "Entrusting". Section 42a-2-403.
      "Financing agency". Section 42a-2-104.
      "Future goods". Section 42a-2-105.
      "Goods". Section 42a-2-105.
      "Identification". Section 42a-2-501.
      "Installment contract". Section 42a-2-612.
      "Letter of credit". Section 42a-2-325.
      "Lot". Section 42a-2-105.
      "Merchant". Section 42a-2-104.
      "Overseas". Section 42a-2-323.
      "Person in position of seller". Section 42a-2-707.
      "Present sale". Section 42a-2-106.
      "Sale". Section 42a-2-106.
      "Sale on approval". Section 42a-2-326.
      "Sale or return". Section 42a-2-326.
      "Termination". Section 42a-2-106.

      (3) The following definitions in other articles apply to this article:

      "Check". Section 42a-3-104.
      "Consignee". Section 42a-7-102.
      "Consignor". Section 42a-7-102.
      "Consumer goods". Section 42a-9-102.
      "Dishonor". Section 42a-3-502.
      "Draft". Section 42a-3-104.

      (4) In addition article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.

      (1959, P.A. 133, S. 2-103; May Sp. Sess. P.A. 92-11, S. 13, 70; P.A. 01-132, S. 138; P.A. 04-64, S. 44; P.A. 05-109, S. 23.)

      History: May Sp. Sess. P.A. 92-11 amended Subsec. (3) to replace Sec. 42a-3-507 as the statutory reference for the definition of "Dishonor" with Sec. 42a-3-502; P.A. 01-132 amended Subsec. (3) to replace Sec. 42a-9-109 with Sec. 42a-9-102 as the statutory reference for the definition of "Consumer goods"; P.A. 04-64 amended Subsec. (3) by adding reference to "control" as provided in Sec. 42a-7-106 to conform to revisions made to article 7 by the same act; P.A. 05-109 amended Subsec. (1) by deleting definition of "good faith" and making technical changes to conform to revisions made to article 1 by the same act.

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PART 2
FORM, FORMATION AND READJUSTMENT OF CONTRACT

      Sec. 42a-2-202. Final written expression: Parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented (a) by course of performance, course of dealing or usage of trade as provided by section 42a-1-303; and (b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

      (1959, P.A. 133, S. 2-202; P.A. 05-109, S. 24.)

      History: P.A. 05-109 replaced references to Secs. 42a-1-205 and 42a-2-208 with reference to Sec. 42a-1-303 and made a technical change to conform to revisions made to article 1 by the same act.

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      Sec. 42a-2-208. Course of performance or practical construction. Section 42a-2-208 is repealed, effective October 1, 2005.

      (1959, P.A. 133, S. 2-208; P.A. 05-109, S. 56.)

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PART 3
GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

      Sec. 42a-2-314. Implied warranty: merchantability; usage of trade.

      Clear purpose of implied warranty of merchantability is not to assign blame, but to assign risk and that fault is not an element of plaintiff's case for breach of that warranty where defendant unknowingly sold plaintiff a vehicle with a salvage history. 87 CA 687.

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PART 4
TITLE, CREDITORS AND GOOD FAITH PURCHASERS

      Sec. 42a-2-402. Rights of seller's creditors against sold goods; right of certain buyers and lessors of goods to file under article 9. (1) Except as provided in the following subsections, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under sections 42a-2-502 and 42a-2-716.

      (2) Unless the filing provisions of article 9 have been complied with as set out in subsection (3), a creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

      (3) When a seller remains in possession of goods which have been sold or identified to a contract for sale or of goods which, after sale, have been leased back to him, the buyer or lessor of such goods may protect his interest by complying with the filing provisions of article 9. On compliance the buyer or lessor has, against creditors of and purchasers from the seller, the rights of a secured party with a perfected security interest. Such filing does not, of itself, make the interest of the buyer or lessor a security interest, as defined by subdivision (35) of subsection (b) of section 42a-1-201.

      (4) Nothing in this article shall be deemed to impair the rights of creditors of the seller (a) under the provisions of article 9; or (b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.

      (1959, P.A. 133, S. 2-402; 1961, P.A. 116, S. 1; P.A. 05-109, S. 25.)

      History: 1961 act amended section to specify rights of buyers and lessors to file under Art. 9, adding opening clause in Subsec. (2) and inserting new Subsec. (3), renumbering former Subsec. (3) accordingly; P.A. 05-109 made a technical change in Subsec. (3) to conform to revisions made to article 1 by the same act.

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