2009 California Commercial Code - Section 2101-2107 :: Chapter 1. Short Title, General Construction And Subject Matter

2101.  This division shall be known and may be cited as Uniform
Commercial Code--Sales.

2102.  Unless the context otherwise requires, this division 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 division impair or repeal any statute regulating sales to
consumers, farmers or other specified classes of buyers.

2103.  (1) In this division unless the context otherwise requires:
   (a) "Buyer" means a person who buys or contracts to buy goods.
   (b) [Reserved]
   (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 division or to specified
chapters thereof, and the sections in which they appear are:
   "Acceptance." Section 2606.
   "Banker's credit." Section 2325.
   "Between merchants." Section 2104.
   "Cancellation." Section 2106(4).
   "Commercial unit." Section 2105.
   "Confirmed credit." Section 2325.
   "Conforming to contract." Section 2106.
   "Contract for sale." Section 2106.
   "Cover." Section 2712.
   "Entrusting." Section 2403.
   "Financing agency." Section 2104.
   "Future goods." Section 2105.
   "Goods." Section 2105.
   "Identification." Section 2501.
   "Installment contract." Section 2612.
   "Letter of Credit." Section 2325.
   "Lot." Section 2105.
   "Merchant." Section 2104.
   "Overseas." Section 2323.
   "Person in position of seller." Section 2707.
   "Present sale." Section 2106.
   "Sale." Section 2106.
   "Sale on approval." Section 2326.
   "Sale or return." Section 2326.
   "Termination." Section 2106.
   (3) The following definitions in other divisions apply to this
division:
   "Check." Section 3104.
   "Consignee." Section 7102.
   "Consignor." Section 7102.
   "Consumer goods." Section 9102.
   "Control." Section 7106.
   "Dishonor." Section 3502.
   "Draft." Section 3104.
   (4) In addition, Division 1 (commencing with Section 1101)
contains general definitions and principles of construction and
interpretation applicable throughout this division.

2104.  (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 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 (Section 2707).
   (3) "Between merchants" means in any transaction with respect to
which both parties are chargeable with the knowledge or skill of
merchants.

2105.  (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 (Division 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 2107).
   (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.

2106.  (1) In this division 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 2401). 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.

2107.  (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 division
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 subdivision (1) or of
timber to be cut is a contract for the sale of goods within this
division 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 in the same manner 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.