A.R.S. tit. 47 ch. 2 — Arizona Revised Statutes Title 47 Chapter 2 — Sales

A.R.S. § 47-2101 47-2101 - Short title 47-2101. Short title This chapter shall be known and may be cited as the uniform commercial code - - sales. A.R.S. § 47-2102 47-2102 - Scope; certain security and other transactions excluded from this chapter 47-2102. Scope; certain security and other transactions excluded from this chapter Unless the context otherwise requires, this chapter 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 chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers. A.R.S. § 47-2103 47-2103 - Definitions and index of definitions 47-2103. Definitions and index of definitions A. In this chapter, unless the context otherwise requires: 1. "Buyer" means a person who buys or contracts to buy goods. 2. "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. 3. "Receipt" of goods means taking physical possession of them. 4. "Seller" means a person who sells or contracts to sell goods. B. Other definitions applying to this chapter, and the sections in which they appear, are: 1. "Acceptance". Section 47-2606. 2. "Banker's credit". Section 47-2325. 3. "Between merchants". Section 47-2104. 4. "Cancellation". Subsection D of section 47-2106. 5. "Commercial unit". Section 47-2105. 6. "Confirmed credit". Section 47-2325. 7. "Conforming to contract". Section 47-2106. 8. "Contract for sale". Section 47-2106. 9. "Cover". Section 47-2712. 10. "Entrusting". Section 47-2403. 11. "Financing agency". Section 47-2104. 12. "Future goods". Section 47-2105. 13. "Goods". Section 47-2105. 14. "Identification". Section 47-2501. 15. "Installment contract". Section 47-2612. 16. "Letter of credit". Section 47-2325. 17. "Lot". Section 47-2105. 18. "Merchant". Section 47-2104. 19. "Overseas". Section 47-2323. 20. "Person in position of seller". Section 47-2707. 21. "Present sale". Section 47-2106. 22. "Sale". Section 47-2106. 23. "Sale on approval". Section 47-2326. 24. "Sale or return". Section 47-2326. 25. "Termination". Section 47-2106. C. "Control" as provided in section 47-7106 and the following definitions in other chapters apply to this chapter: 1. "Check". Section 47-3104. 2. "Consignee". Section 47-7102. 3. "Consignor". Section 47-7102. 4. "Consumer goods". Section 47-9102. 5. "Dishonor". Section 47-3502. 6. "Draft". Section 47-3104. D. In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter. A.R.S. § 47-2104 47-2104 - Definitions: "merchant"; "between merchants"; "financing agency" 47-2104. Definitions: "merchant"; "between merchants"; "financing agency" A. "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. B. "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 47-2707). C. "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. A.R.S. § 47-2105 47-2105 - Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit" 47-2105. Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit" A. "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 (chapter 8 of this title) 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 47-2107). B. 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. There may be a sale of a part interest in existing identified goods. D. 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. E. "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" 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. A.R.S. § 47-2106 47-2106 - Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation" 47-2106. Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation" A. In this chapter, 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 47-2401). A "present sale" means a sale which is accomplished by the making of the contract. B. 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" 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" 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. A.R.S. § 47-2107 47-2107 - Goods to be severed from realty; recording 47-2107. Goods to be severed from realty; recording A. 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 chapter 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. 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 chapter 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. 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. A.R.S. § 47-2201 47-2201 - Formal requirements; statute of frauds 47-2201. Formal requirements; statute of frauds A. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing. B. Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection A of this section against such party unless written notice of objection to its contents is given within ten days after it is received. C. A contract which does not satisfy the requirements of subsection A of this section but which is valid in other respects is enforceable: 1. If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or 2. If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or 3. With respect to goods for which payment had been made and accepted or which have been received and accepted (section 47-2606). A.R.S. § 47-2202 47-2202 - Final written expression: parol or extrinsic evidence 47-2202. Final written expression: parol or extrinsic evidence Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented: 1. By course of performance, course of dealing or usage of trade (section 47-1303); and 2. By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. A.R.S. § 47-2203 47-2203 - Seals inoperative 47-2203. Seals inoperative The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. A.R.S. § 47-2204 47-2204 - Formation in general 47-2204. Formation in general A. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. B. An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined. C. Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. A.R.S. § 47-2205 47-2205 - Firm offers 47-2205. Firm offers An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. A.R.S. § 47-2206 47-2206 - Offer and acceptance in formation of contract 47-2206. Offer and acceptance in formation of contract A. Unless otherwise unambiguously indicated by the language or circumstances: 1. An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. 2. An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer. B. Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. A.R.S. § 47-2207 47-2207 - Additional terms in acceptance or confirmation 47-2207. Additional terms in acceptance or confirmation A. A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms. B. The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless: 1. The offer expressly limits acceptance to the terms of the offer; 2. They materially alter it; or 3. Notification of objection to them has already been given or is given within a reasonable time after notice of them is received. C. Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this title. A.R.S. § 47-2209 47-2209 - Modification, rescission and waiver 47-2209. Modification, rescission and waiver A. An agreement modifying a contract within this chapter needs no consideration to be binding. B. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party. C. The requirements of the statute of frauds section of this chapter (section 47-2201) must be satisfied if the contract as modified is within its provisions. D. Although an attempt at modification or rescission does not satisfy the requirements of subsection B or C of this section it can operate as a waiver. E. A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. A.R.S. § 47-2210 47-2210 - Delegation of performance; assignment of rights 47-2210. Delegation of performance; assignment of rights A. A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. B. Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise. C. The creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection B unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but: 1. The seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and 2. A court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement. D. Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance. E. An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract. F. The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 47-2609). A.R.S. § 47-2301 47-2301 - General obligations of parties 47-2301. General obligations of parties The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract. A.R.S. § 47-2302 47-2302 - Unconscionable contract or clause 47-2302. Unconscionable contract or clause A. If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. B. When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. A.R.S. § 47-2303 47-2303 - Allocation or division of risks 47-2303. Allocation or division of risks Where this chapter allocates a risk or a burden as between the parties "unless otherwise agreed", the agreement may not only shift the allocation but may also divide the risk or burden. A.R.S. § 47-2304 47-2304 - Price payable in money, goods, realty, or otherwise 47-2304. Price payable in money, goods, realty, or otherwise A. The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer. B. Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this chapter, but not the transfer of the interest in realty or the transferor's obligations in connection therewith. A.R.S. § 47-2305 47-2305 - Open price term 47-2305. Open price term A. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: 1. Nothing is said as to price; or 2. The price is left to be agreed by the parties and they fail to agree; or 3. The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded. B. A price to be fixed by the seller or by the buyer means a price for him to fix in good faith. C. When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price. D. Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account. A.R.S. § 47-2306 47-2306 - Output, requirements and exclusive dealings 47-2306. Output, requirements and exclusive dealings A. A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded. B. A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale. A.R.S. § 47-2307 47-2307 - Delivery in single lot or several lots 47-2307. Delivery in single lot or several lots Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot. A.R.S. § 47-2308 47-2308 - Absence of specified place for delivery 47-2308. Absence of specified place for delivery Unless otherwise agreed: 1. The place for delivery of goods is the seller's place of business or if he has none his residence; but 2. In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and 3. Documents of title may be delivered through customary banking channels. A.R.S. § 47-2309 47-2309 - Absence of specific time provisions; notice of termination 47-2309. Absence of specific time provisions; notice of termination A. The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be a reasonable time. B. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. C. Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. A.R.S. § 47-2310 47-2310 - Open time for payment or running of credit; authority to ship under reservation 47-2310. Open time for payment or running of credit; authority to ship under reservation Unless otherwise agreed: 1. Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and 2. If the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 47-2513); and 3. If delivery is authorized and made by way of documents of title otherwise than by paragraph 2 then payment is due regardless of where the goods are to be received: (a) At the time and place at which the buyer is to receive delivery of the tangible documents; or (b) At the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or, if none, the seller's residence; and 4. Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period. A.R.S. § 47-2311 47-2311 - Options and cooperation respecting performance 47-2311. Options and cooperation respecting performance A. An agreement for sale which is otherwise sufficiently definite (subsection C of section 47-2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness. B. Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in paragraph 3 of subsection A and all of subsection C of section 47-2319 specifications or arrangements relating to shipment are at the seller's option. C. Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies: 1. Is excused for any resulting delay in his own performance; and 2. May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. A.R.S. § 47-2312 47-2312 - Warranty of title and against infringement; buyer's obligation against infringement 47-2312. Warranty of title and against infringement; buyer's obligation against infringement A. Subject to subsection B there is in a contract for sale a warranty by the seller that: 1. The title conveyed shall be good, and its transfer rightful; and 2. The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge. B. A warranty under subsection A will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such right or title as he or a third person may have. C. Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications. A.R.S. § 47-2313 47-2313 - Express warranties by affirmation, promise, description, sample 47-2313. Express warranties by affirmation, promise, description, sample A. Express warranties by the seller are created as follows: 1. Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise. 2. Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description. 3. Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model. B. It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty. A.R.S. § 47-2314 47-2314 - Implied warranty: merchantability; usage of trade 47-2314. Implied warranty: merchantability; usage of trade A. Unless excluded or modified (section 47-2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the service for value of food or drink to be consumed either on the premises or elsewhere is a sale. B. Goods to be merchantable must be at least such as: 1. Pass without objection in the trade under the contract description; and 2. In the case of fungible goods, are of fair average quality within the description; and 3. Are fit for the ordinary purposes for which such goods are used; and 4. Run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and 5. Are adequately contained, packaged, and labeled as the agreement may require; and 6. Conform to the promises or affirmations of fact made on the container or label if any. C. Unless excluded or modified (section 47-2316), other implied warranties may arise from course of dealing or usage of trade. A.R.S. § 47-2315 47-2315 - Implied warranty: fitness for particular purpose 47-2315. Implied warranty: fitness for particular purpose Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under section 47-2316 an implied warranty that the goods shall be fit for such purpose. A.R.S. § 47-2316 47-2316 - Exclusion or modification of warranties 47-2316. Exclusion or modification of warranties A. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this chapter on parol or extrinsic evidence (section 47-2202) negation or limitation is inoperative to the extent that such construction is unreasonable. B. Subject to subsection C of this section, to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that "there are no warranties which extend beyond the description on the face hereof". C. Notwithstanding subsection B of this section: 1. Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is", "with all faults" or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and 2. When the buyer before entering into the contract has examined the goods or the sample or model as fully as he desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to him; and 3. An implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade. D. Remedies for breach of warranty can be limited in accordance with the provisions of this chapter on liquidation or limitation of damages and on contractual modification of remedy (sections 47-2718 and 47-2719). A.R.S. § 47-2317 47-2317 - Cumulation and conflict of warranties express or implied 47-2317. Cumulation and conflict of warranties express or implied Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply: 1. Exact or technical specifications displace an inconsistent sample or model or general language of description. 2. A sample from an existing bulk displaces inconsistent general language of description. 3. Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose. A.R.S. § 47-2318 47-2318 - Third party beneficiaries of warranties express or implied 47-2318. Third party beneficiaries of warranties express or implied A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section. A.R.S. § 47-2319 47-2319 - F.O.B. and F.A.S. terms 47-2319. F.O.B. and F.A.S. terms A. Unless otherwise agreed the term F.O.B. (which means "free on board") at a named place, even though used only in connection with the stated price, is a delivery term under which: 1. When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this chapter (section 47-2504) and bear the expense and risk of putting them into the possession of the carrier; or 2. When the term is F.O.B. the place of destination, the seller must at his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this chapter (section 47-2503); 3. When under either paragraph 1 or 2 the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this chapter on the form of bill of lading (section 47-2323). B. Unless otherwise agreed the term F.A.S. vessel (which means "free alongside") at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must: 1. At his own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and 2. Obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading. C. Unless otherwise agreed in any case falling within paragraph 1 or 3 of subsection A of this section or within subsection B of this section the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this chapter (section 47-2311). He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment. D. Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents. A.R.S. § 47-2320 47-2320 - C.I.F. and C. & F. terms 47-2320. C.I.F. and C. & F. terms A. The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination. B. Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to: 1. Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and 2. Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and 3. Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and 4. Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and 5. Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights. C. Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance. D. Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents. A.R.S. § 47-2321 47-2321 - C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival 47-2321. C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival Under a contract containing a term C.I.F. or C. & F.: 1. Where the price is based on or is to be adjusted according to "net landed weights", "delivered weights", "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness. 2. An agreement described in paragraph 1 or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss. 3. Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived. A.R.S. § 47-2322 47-2322 - Delivery "ex-ship" 47-2322. Delivery "ex-ship" A. Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. B. Under such a term unless otherwise agreed: 1. The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and 2. The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded. A.R.S. § 47-2323 47-2323 - Form of bill of lading required in overseas shipment; "overseas" 47-2323. Form of bill of lading required in overseas shipment; "overseas" A. Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment. B. Where in a case within subsection A of this section a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set: 1. Due tender of a single part is acceptable within the provisions of this chapter on cure of improper delivery (subsection A of section 47-2508); and 2. Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate. C. A shipment by water or by air or a contract contemplating such shipment is "overseas" insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce. A.R.S. § 47-2324 47-2324 - "No arrival, no sale" term 47-2324. "No arrival, no sale" term Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed: 1. The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the non-arrival; and 2. Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (section 47-2613). A.R.S. § 47-2325 47-2325 - "Letter of credit" term; "confirmed credit" 47-2325. "Letter of credit" term; "confirmed credit" A. Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. B. The delivery to seller of a proper letter of credit suspends the buyer's obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him. C. Unless otherwise agreed the term "letter of credit" or "banker's credit" in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term "confirmed credit" means that the credit must also carry the direct obligation of such an agency which does business in the seller's financial market. A.R.S. § 47-2326 47-2326 - Sale on approval and sale or return; rights of creditors 47-2326. Sale on approval and sale or return; rights of creditors A. Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: 1. A "sale on approval" if the goods are delivered primarily for use, and 2. A "sale or return" if the goods are delivered primarily for resale. B. Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession. C. Any "or return" term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this chapter (section 47-2201) and as contradicting the sale aspect of the contract within the provisions of this chapter on parol or extrinsic evidence (section 47-2202). A.R.S. § 47-2327 47-2327 - Special incidents of sale on approval and sale or return 47-2327. Special incidents of sale on approval and sale or return A. Under a sale on approval unless otherwise agreed: 1. Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and 2. Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and 3. After due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow any reasonable instructions. B. Under a sale or return unless otherwise agreed: 1. The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and 2. The return is at the buyer's risk and expense. A.R.S. § 47-2328 47-2328 - Sale by auction 47-2328. Sale by auction A. In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. B. A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling. C. Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid. D. If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale. A.R.S. § 47-2401 47-2401 - Passing of title; reservation for security; limited application of this section 47-2401. Passing of title; reservation for security; limited application of this section Each provision of this chapter with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this chapter and matters concerning title become material the following rules apply: 1. Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 47-2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the chapter on secured transactions (chapter 9 of this title), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties. 2. Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading: (a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment; but (b) If the contract requires delivery at destination, title passes on tender there. 3. Unless otherwise explicitly agreed where delivery is to be made without moving the goods: (a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where he delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or (b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting. 4. A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale". A.R.S. § 47-2402 47-2402 - Rights of seller's creditors against sold goods 47-2402. Rights of seller's creditors against sold goods A. Except as provided in subsections B and C of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this chapter (sections 47-2502 and 47-2716). B. A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale of identification is not fraudulent. C. Nothing in this chapter shall be deemed to impair the rights of creditors of the seller: 1. Under the provisions of the chapter on secured transactions (chapter 9 of this title); or 2. Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this chapter constitute the transaction a fraudulent transfer or voidable preference. A.R.S. § 47-2403 47-2403 - Power to transfer; good faith purchase of goods; "entrusting" 47-2403. Power to transfer; good faith purchase of goods; "entrusting" A. A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though: 1. The transferor was deceived as to the identity of the purchaser, or 2. The delivery was in exchange for a check which is later dishonored, or 3. It was agreed that the transaction was to be a "cash sale", or 4. The delivery was procured through fraud punishable as larcenous under the criminal law. B. Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business. C. "Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law. D. The rights of other purchasers of goods and of lien creditors are governed by the chapters on secured transactions (chapter 9 of this title) and documents of title (chapter 7 of this title). A.R.S. § 47-2501 47-2501 - Insurable interest in goods; manner of identification of goods 47-2501. Insurable interest in goods; manner of identification of goods A. The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are non-conforming and he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs: 1. When the contract is made if it is for the sale of goods already existing and identified; 2. If the contract is for the sale of future goods other than those described in paragraph 3, when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers; 3. When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer. B. The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified. C. Nothing in this section impairs any insurable interest recognized under any other statute or rule of law. A.R.S. § 47-2502 47-2502 - Buyer's right to goods on seller's insolvency 47-2502. Buyer's right to goods on seller's insolvency A. Subject to subsections B and C of this section and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of section 47-2501 may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if: 1. In the case of goods bought for personal, family or household purposes, the seller repudiates or fails to deliver as required by the contract; or 2. In all cases, the seller becomes insolvent within ten days after receipt of the first installment on their price. B. The buyer's right to recover the goods under subsection A, paragraph 1 of this section vests on acquisition of a special property, even if the seller had not then repudiated or failed to deliver. C. If the identification creating his special property has been made by the buyer he acquires the right to recover the goods only if they conform to the contract for sale. A.R.S. § 47-2503 47-2503 - Manner of seller's tender of delivery 47-2503. Manner of seller's tender of delivery A. Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable him to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular: 1. Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but 2. Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods. B. Where the case is within section 47-2504 respecting shipment tender requires that the seller comply with its provisions. C. Where the seller is required to deliver at a particular destination tender requires that he comply with subsection A of this section and also in any appropriate case tender documents as described in subsections D and E of this section. D. Where goods are in the possession of a bailee and are to be delivered without being moved: 1. Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but 2. Tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender, unless the buyer seasonably objects, and, except as otherwise provided in chapter 9 of this title, receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender. E. Where the contract requires the seller to deliver documents: 1. He must tender all such documents in correct form, except as provided in this chapter with respect to bills of lading in a set (subsection B of section 47-2323); and 2. Tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection. A.R.S. § 47-2504 47-2504 - Shipment by seller 47-2504. Shipment by seller Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must: 1. Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and 2. Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and 3. Promptly notify the buyer of the shipment. Failure to notify the buyer under paragraph 3 or to make a proper contract under paragraph 1 is a ground for rejection only if material delay or loss ensues. A.R.S. § 47-2505 47-2505 - Seller's shipment under reservation 47-2505. Seller's shipment under reservation A. Where the seller has identified goods to the contract by or before shipment: 1. His procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the good