2005 California Commercial Code Sections 1101-1108 MATTER OF THE CODE

1101.  This code shall be known and may be cited as Uniform
Commercial Code.
1102.  (1) This code shall be liberally construed and applied to
promote its underlying purposes and policies.
   (2) Underlying purposes and policies of this code are
   (a) To simplify, clarify and modernize the law governing
commercial transactions;
   (b) To permit the continued expansion of commercial practices
through custom, usage and agreement of the parties;
   (c) To make uniform the law among the various jurisdictions.
   (3) The effect of provisions of this code may be varied by
agreement, except as otherwise provided in this code and except that
the obligations of good faith, diligence, reasonableness and care
prescribed by this code may not be disclaimed by agreement but the
parties may by agreement determine the standards by which the
performance of such obligations is to be measured if such standards
are not manifestly unreasonable.
   (4) The presence in certain provisions of this code of the words
"unless otherwise agreed" or words of similar import does not imply
that the effect of other provisions may not be varied by agreement
under subdivision (3).
   (5) In this code unless the context otherwise requires
   (a) Words in the singular number include the plural, and in the
plural include the singular;
   (b) Words of the masculine or feminine gender include the
masculine, the feminine, and the neuter, and when the sense so
indicates words of the neuter gender may refer to any gender.
1103.  Unless displaced by the particular provisions of this 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, or
other validating or invalidating cause shall supplement its
provisions.
1104.  This 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repealed by subsequent legislation if such construction can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.
1105.  (1) Except as provided hereafter 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.  Failing such agreement this code applies to
transactions bearing an appropriate relation to this state.
   (2) Where one of the following provisions of this code specifies
the applicable law, that provision governs and a contrary agreement
is effective only to the extent permitted by the law (including the
conflict of laws rules) so specified:
   Rights of creditors against sold goods.  Section 2402.
   Applicability of the division on leases.  Sections 10105 and
10106.
   Applicability of the division on bank deposits and collections.
Section 4102.
   Letters of credit.  Section 5116.
   Bulk sales subject to the division on bulk sales.  Section 6103.
   Applicability of the division on investment securities.  Section
8110.
   Law governing perfection, the effect of perfection or
nonperfection, and the priority of security interests and
agricultural liens.  Sections 9301 to 9307, inclusive.
1106.  (1) The remedies provided by this 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 has fully performed but neither
consequential or special nor penal damages may be had except as
specifically provided in this code or by other rule of law.
   (2) Any right or obligation declared by this code is enforceable
by action unless the provision declaring it specifies a different and
limited effect.
1107.  Any claim or right arising out of an alleged breach can be
discharged in whole or in part without consideration by a written
waiver or renunciation signed and delivered by the aggrieved party.
1108.  If any provision or clause of this code or application
thereof to any person or circumstances is held invalid, such
invalidity shall not affect other provisions or applications of the
code which can be given effect without the invalid provision or
application, and to this end the provisions of this code are declared
to be severable.