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CHAPTER 810 UNIFORM COMMERCIAL CODE
General Construction and Subject Matter
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(810 ILCS 5/Art.
2 Pt. 1 heading)
PART
1. SHORT TITLE, GENERAL
CONSTRUCTION
AND SUBJECT MATTER
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(810 ILCS 5/2-101) (from Ch. 26,
par. 2-101)
Sec. 2-101. Short title.
This Article shall be known and
may be cited as Uniform Commercial Code--Sales.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-102) (from Ch. 26,
par. 2-102)
Sec. 2-102. Scope; certain
security and other transactions excluded from this article.
Unless the context otherwise requires,
this Article applies to transactions in goods; it does not apply
to any transaction which although in the form of an unconditional
contract to sell or present sale is intended to operate only
as a security transaction nor does this Article impair or repeal
any statute regulating sales to consumers, farmers or other specified
classes of buyers.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-103) (from Ch. 26,
par. 2-103)
Sec. 2-103. Definitions and
index of definitions.
(1) In this Article unless the
context otherwise requires
(a) "Buyer" means
a person who buys or contracts to buy goods.
(b) "Good
faith" in the case of a merchant means honesty in fact and
the observance of reasonable commercial standards of fair dealing
in the trade.
(c) "Receipt" of
goods means taking physical possession of them.
(d) "Seller" means
a person who sells or contracts to sell goods.
(2) Other definitions applying
to this Article or to specified Parts thereof, and the sections
in which they appear are:
"Acceptance".
Section 2--606.
"Banker's
credit". Section 2--325.
"Between
merchants". Section 2--104.
"Cancellation".
Section 2--106(4).
"Commercial
unit". Section 2--105.
"Confirmed
credit". Section 2--325.
"Conforming
to contract". Section 2--106.
"Contract
for sale". Section 2--106.
"Cover".
Section 2--712.
"Entrusting".
Section 2--403.
"Financing
agency". Section 2--104.
"Future
goods". Section 2--105.
"Goods".
Section 2--105.
"Identification".
Section 2--501.
"Installment
contract". Section 2--612.
"Letter
of Credit". Section 2--325.
"Lot".
Section 2--105.
"Merchant".
Section 2--104.
"Overseas".
Section 2--323.
"Person
in position of seller". Section 2--707.
"Present
sale". Section 2--106.
"Sale".
Section 2--106.
"Sale on
approval". Section 2--326.
"Sale or
return". Section 2--326.
"Termination".
Section 2--106.
(3) The following definitions in
other Articles apply to this Article:
"Check".
Section 3--104.
"Consignee".
Section 7--102.
"Consignor".
Section 7--102.
"Consumer
goods". Section 9-102.
"Dishonor".
Section 3-502.
"Draft".
Section 3--104.
(4) In addition Article 1 contains
general definitions and principles of construction and interpretation
applicable throughout this Article.
(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/2-104) (from Ch. 26,
par. 2-104)
Sec. 2-104. Definitions. "merchant"; "between
merchants"; "financing agency".
(1) "Merchant" means
a person who deals in goods of the kind or otherwise by his occupation
holds himself out as having knowledge or skill peculiar to the
practices or goods involved in the transaction or to whom such
knowledge or skill may be attributed by his employment of an
agent or broker or other intermediary who by his occupation holds
himself out as having such knowledge or skill.
(2) "Financing agency" means
a bank, finance company or other person who in the ordinary course
of business makes advances against goods or documents of title
or who by arrangement with either the seller or the buyer intervenes
in ordinary course to make or collect payment due or claimed
under the contract for sale, as by purchasing or paying the seller's
draft or making advances against it or by merely taking it for
collection whether or not documents of title accompany the draft. "Financing
agency" includes also a bank or other person who similarly
intervenes between persons who are in the position of seller
and buyer in respect to the goods (Section 2--707).
(3) "Between merchants" means
in any transaction with respect to which both parties are chargeable
with the knowledge or skill of merchants.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-105) (from Ch. 26,
par. 2-105)
Sec. 2-105. Definitions:
transferability; "goods"; "future" goods; "lot"; "commercial
unit".
(1) "Goods" means all
things, including specially manufactured goods, which are movable
at the time of identification to the contract for sale other
than the money in which the price is to be paid, investment securities
(Article 8) and things in action. "Goods" also includes
the unborn young of animals and growing crops and other identified
things attached to realty as described in the section on goods
to be severed from realty (Section 2--107).
(2) Goods must be both existing
and identified before any interest in them can pass. Goods which
are not both existing and identified are "future" goods.
A purported present sale of future goods or of any interest therein
operates as a contract to sell.
(3) There may be a sale of a part
interest in existing identified goods.
(4) An undivided share in an identified
bulk of fungible goods is sufficiently identified to be sold
although the quantity of the bulk is not determined. Any agreed
proportion of such a bulk or any quantity thereof agreed upon
by number, weight or other measure may to the extent of the seller's
interest in the bulk be sold to the buyer who then becomes an
owner in common.
(5) "Lot" means
a parcel or a single article which is the subject matter of a
separate sale or delivery, whether or not it is sufficient to
perform the contract.
(6) "Commercial unit" means
such a unit of goods as by commercial usage is a single whole
for purposes of sale and division of which materially impairs
its character or value on the market or in use. A commercial
unit may be a single article (as a machine) or a set of articles
(as a suite of furniture or an assortment of sizes) or a quantity
(as a bale, gross, or carload) or any other unit treated in use
or in the relevant market as a single whole.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-106) (from Ch. 26,
par. 2-106)
Sec. 2-106. Definitions. "contract"; "agreement"; "contract
for sale"; "sale"; "present sale"; "conforming" to
contract; "termination"; "cancellation".
(1) In this Article unless the
context otherwise requires "contract" and "agreement" are
limited to those relating to the present or future sale of
goods. "Contract for sale" includes both a present
sale of goods and a contract to sell goods at a future time.
A "sale" consists in the passing of title from the
seller to the buyer for a price (Section 2--401).
A "present sale" means a sale which is accomplished
by the making of the contract.
(2) Goods or conduct including
any part of a performance are "conforming" or conform
to the contract when they are in accordance with the obligations
under the contract.
(3) "Termination" occurs
when either party pursuant to a power created by agreement or
law puts an end to the contract otherwise than for its breach.
On "termination" all obligations which are still executory
on both sides are discharged but any right based on prior breach
or performance survives.
(4) "Cancellation" occurs
when either party puts an end to the contract for breach by the
other and its effect is the same as that of "termination" except
that the cancelling party also retains any remedy for breach
of the whole contract or any unperformed balance.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-107) (from Ch. 26,
par. 2-107)
Sec. 2-107. Goods to Be Severed
From Realty: Recording.
(1) A contract for the sale of
minerals or the like (including oil and gas) or a structure or
its materials to be removed from realty is a contract for the
sale of goods within this Article if they are to be severed by
the seller but until severance a purported present sale thereof
which is not effective as a transfer of an interest in land is
effective only as a contract to sell.
(2) A contract for the sale apart
from the land of growing crops or other things attached to realty
and capable of severance without material harm thereto but not
described in subsection (1) or of timber to be cut is a contract
for the sale of goods within this Article whether the subject
matter is to be severed by the buyer or by the seller even though
it forms part of the realty at the time of contracting, and the
parties can by identification effect a present sale before severance.
(3) The provisions of this Section
are subject to any third party rights provided by the law relating
to realty records, and the contract for sale may be executed
and recorded as a document transferring an interest in land and
shall then constitute notice to third parties of the buyer's
rights under the contract for sale.
(Source: P. A. 77-2810.)
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