2010 Pennsylvania Code
Title 13 - COMMERCIAL CODE
Chapter 21 - Short Title, General Construction and Subject Matter
Matter -

                                DIVISION 2
                                  SALES

     Chapter
       21.  Short Title, General Construction and Subject Matter
       22.  Form, Formation and Readjustment of Contract
       23.  General Obligation and Construction of Contract
       24.  Title, Creditors and Good Faith Purchasers
       25.  Performance
       26.  Breach, Repudiation and Excuse
       27.  Remedies

        Enactment.  Division 2 was added November 1, 1979, P.L.255,
     No.86, effective January 1, 1980.

                                CHAPTER 21
                    SHORT TITLE, GENERAL CONSTRUCTION
                            AND SUBJECT MATTER

     Sec.
     2101.  Short title of division.
     2102.  Scope; certain security and other transactions excluded
            from division.
     2103.  Definitions and index of definitions.
     2104.  Definitions: "merchant"; "between merchants";
            "financing agency."
     2105.  Definitions: transferability; "goods"; "future" goods;
            "lot"; "commercial unit."
     2106.  Definitions: "contract"; "agreement"; "contract for
            sale"; "sale"; "present sale"; "conforming" to contract;
            "termination"; "cancellation."
     2107.  Goods to be severed from realty: recording.

        Enactment.  Chapter 21 was added November 1, 1979, P.L.255,
     No.86, effective January 1, 1980.
     § 2101.  Short title of division.
        This division shall be known and may be cited as the Uniform
     Commercial Code, Article 2, Sales.
     (July 9, 1992, P.L.507, No.97, eff. one year)
     § 2102.  Scope; certain security and other transactions excluded
                from division.
        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.  Definitions and index of definitions.
        (a)  Definitions.--The following words and phrases when used
     in this division shall have, unless the context clearly
     indicates otherwise, the meanings given to them in this
     subsection:
        "Buyer."  A person who buys or contracts to buy goods.
        "Good faith."  (Deleted by amendment).
        "Receipt."  Receipt of goods means taking physical possession
     of them.
        "Seller."  A person who sells or contracts to sell goods.
        (b)  Index of other definitions in division.--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(d).
        "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.
        (c)  Index of definitions in other divisions.--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.
        (d)  Applicability of general definitions and principles.--In
     addition, Division 1 (relating to general provisions) contains
     general definitions and principles of construction and
     interpretation applicable throughout this division.
     (July 9, 1992, P.L.507, No.97, eff. one year; June 8, 2001,
     P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008, P.L.57, No.13,
     eff. 60 days)

        2008 Amendment.  Act 13 deleted the def. of "good faith" in
     subsec. (a) and added the def. of "control" in subsec. (c).
        2001 Amendment.  Act 18 amended subsec. (c).
        Cross References.  Section 2103 is referred to in section
     7102 of this title.
     § 2104.  Definitions: "merchant"; "between merchants";
                "financing agency."
        The following words and phrases when used in this division
     shall have the meanings given to them in this section:
        "Between merchants."  Between merchants means in any
     transaction with respect to which both parties are chargeable
     with the knowledge or skill of merchants.
        "Financing agency."  Any 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 draft of the seller 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
     who similarly intervenes between persons who are in the position
     of seller and buyer in respect to the goods (see section 2707).
        "Merchant."  A person who:
            (1)  deals in goods of the kind; or
            (2)  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.
     (June 8, 2001, P.L.123, No.18, eff. July 1, 2001; Apr. 16, 2008,
     P.L.57, No.13, eff. 60 days)

        2008 Amendment.  Act 13 amended the def. of "financing
     agency."
        Cross References.  Section 2104 is referred to in sections
     2103, 2A103, 9102 of this title.
     § 2105.  Definitions: transferability; "goods"; "future" goods;
                "lot"; "commercial unit."
        (a)  "Goods".--"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 section 2107 (relating to
     goods to be severed from realty; recording).
        (b)  Transferability; "future" goods.--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.
        (c)  Sale of part interest in goods.--There may be a sale of
     a part interest in existing identified goods.
        (d)  Fungible goods.--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
     interest of the seller in the bulk be sold to the buyer who then
     becomes an owner in common.
        (e)  "Lot".--"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.
        (f)  "Commercial unit".--"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.

        Cross References.  Section 2105 is referred to in section
     2103 of this title.
     § 2106.  Definitions: "contract"; "agreement"; "contract for
                sale"; "sale"; "present sale"; "conforming" to
                contract; "termination"; "cancellation."
        (a)  "Contract", "agreement", "sale".--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.
        (b)  "Conforming" to contract.--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.
        (c)  "Termination".--"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.
        (d)  "Cancellation".--"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.

        Cross References.  Section 2106 is referred to in sections
     2103, 2A103, 7102, 9102 of this title.
     § 2107.  Goods to be severed from realty: recording.
        (a)  Minerals and structures.--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.
        (b)  Other property severable without material harm.--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 (a) 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.
        (c)  Recording.--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 rights of the buyer
     under the contract for sale.
     (Nov. 26, 1982, P.L.696, No.201, eff. 180 days)

        Cross References.  Section 2107 is referred to in section
     2105 of this title.