UCCArticle2Word下载.docx

1、, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. A term in an electronic record intended to evoke a response by an electronic agent is conspicuous if it is presented in a form that would enable a r

2、easonably configured electronic agent to take it into account or react to it without review of the record by an individual. Whether a term is conspicuous or not is a decision for the court. Conspicuous terms include the following:（i） for a person:（A） a heading in capitals equal to or greater in size

3、 than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and（B） language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set

4、off from surrounding text of the same size by symbols or other marks that call attention to the language;（ii） for a person or an electronic agent, a term that is so placed in a record or display that the person or electronic agent may not proceed without taking action with respect to the particular

5、term. （c） Consumer means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes.（d） Consumer contract means a contract between a merchant seller and a consumer.（e） Delivery mea

6、ns the voluntary transfer of physical possession or control of goods.（f） Electronic means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.（g） Electronic agent means a computer program or an electronic or other automated means u

7、sed independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.（h） Electronic record means a record created, generated, sent, communicated, received, or stored by electronic means.（i） Foreign exchange transactio

8、n means a transaction in which one party agrees to deliver a quantity of a specified money or unit of account in consideration of the other partys agreement to deliver another quantity of a different money or unit of account either currently or at a future date, and in which delivery is to be throug

9、h funds transfer, book entry accounting, or other form of payment order, or other agreed means to transfer a credit balance. The term includes a transaction of this type involving two or more moneys and spot, forward, option, or other products derived from underlying moneys and any combination of th

10、ese transactions. The term does not include a transaction involving two or more moneys in which one or both of the parties is obligated to make physical delivery, at the time of contracting or in the future, of banknotes, coins, or other form of legal tender or specie.（j） Reserved（j） Good faith mean

11、s honesty in fact and the observance of reasonable commercial standards of fair dealing.Legislative Note: The definition of good faith should not be adopted if the jurisdiction has enacted this definition as part of Article 1.（k） Goods means all things that are movable at the time of identification

12、to a contract for sale. The term includes future goods, specially manufactured goods, the unborn young of animals, growing crops, and other identified things attached to realty as described in Section 2-107. The term does not include information, the money in which the price is to be paid, investmen

13、t securities under Article 8, the subject matter of foreign exchange transactions, or choses in action.（l） Receipt of goods means taking physical possession of goods.（m） Record means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrieva

14、ble in perceivable form.record should not be adopted if the jurisdiction has enacted revised Article 1.（n） Remedial promise means a promise by the seller to repair or replace goods or to refund all or part of the price of goods upon the happening of a specified event.（o） Seller means a person that s

15、ells or contracts to sell goods.（p） Sign means, with present intent to authenticate or adopt a record:（i） to execute or adopt a tangible symbol; or（ii） to attach to or logically associate with the record an electronic sound, symbol, or process.（2） Other definitions applying to this Article or to spe

16、cified Parts thereof, and the sections in which they appear are:Acceptance. Section 2-606.Between merchants. Section 2-104.Cancellation. Section 2-106（4）.Commercial unit. Section 2-105.Conforming to contract. Section 2-106.Contract for saleCover. Section 2-712.Entrusting. Section 2-403.Financing age

17、ncyFuture Goods. Section 2-103.Identification. Section 2-501.Installment contract. Section 2-612.LotMerchantPerson in position of Seller. Section 2-707.Present saleSaleSale on approval. Section 2-326.Sale or returnTermination（3） Control as provided in Section 7-106 and the following definitions in o

18、ther Articles apply to this Article:Check. Section 3-104（f）.Consignee. Section 7-102（3）.Consignor. Section 7-102（4）.Consumer Goods. Section 9-102（a）（23）.Dishonor. Section 3-502.Draft. Section 3-104（e）.Honor. Section 5-102（a）（8）.Injunction against honor. Section 5-109（b）.Letter of credit. Section 5-1

19、02（a）（10）.（4） In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article. 2-104. Definitions: ;Between MerchantsFinancing Agency.（1） means a person that deals in goods of the kind or otherwise holds itself out by occupation

20、 as having knowledge or skill peculiar to the practices or goods involved in the transaction or to which the knowledge or skill may be attributed by the persons employment of an agent or broker or other intermediary that holds itself out by occupation as having the knowledge or skill.（2） means a ban

21、k, finance company or other person that in the ordinary course of business makes advances against goods or documents of title or that 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 purchasi

22、ng or paying the sellers 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. The term includes also a bank or other person that similarly intervenes between persons that are in the position of seller

23、and buyer in respect to the goods （Section 2-707）. means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. 2-105. Definitions: Transferability;Future Goods;Commercial Unit（1） Goods must be both existing and identified before any interest i

24、n them may pass. Goods that 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.（2） There may be a sale of a part interest in existing identified goods.（3） An undivided share in an identified bulk o

25、f fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of the bulk or any quantity thereof agreed upon by number, weight, or other measure may to the extent of the sellers interest in the bulk be sold to the buyer that then b

26、ecomes an owner in common.（4） 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.（5） means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which mate

27、rially 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

28、a single whole. 2-106. Definitions:ContractAgreementConforming to Contract;（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. 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