UCC Contracts & Warranties

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1. Does the UCC apply to contracts between merchants only?

No. In general, U.C.C. applies to both consumer and commercial transactions. Saying that though, some rules contained in Article 2 apply only to merchants.

In the US, for international commercial transactions, CISG replaces a significant part of UCC Article 2, a keystone of the Code concerning contracts for the sale of goods. While the CISG does not apply to purely domestic transactions, its scope is quite significant. The UCC, however, applies to both consumer and commercial transactions, while the CISG specifically excludes consumer sales from its provisions. Also excluded from applicability of the CISG are goods purchased at an auction, securities, aircraft, ships, electricity, and service contracts. See full discussion at http://www.yorku.ca/osgoode/cisg/writings/CISGv.UCC.htm.

However, some rules apply only to merchants (UCC). For example, the UCC is somewhat consistent with the CISG in that it attempts to uphold the intentions of the contracting parties where only minor differences exist in written agreements. This rule applies only to merchants contracting with each other and not between consumers and merchants. However, under the UCC, a purported acceptance of an offer that contains additional or different terms that do materially alter the terms of the offer would constitute a rejection of the offer and would be considered a counteroffer. No contract would, thus, exist unless the offeror, in return, accepted all of the terms of the counteroffer. See full discussion at http://www.yorku.ca/osgoode/cisg/writings/CISGv.UCC.htm.

2. Are contracts and Warranties used interchangeable in article 2 of the UCC?

No, contracts and warranties are not used interchangeable in Article 2 of the U.C.C. Warranties are part of the contract considered a general obligation to the customer (buyer) provided by the seller, but are not the contract, per se. Warranties are written into the contract. See Part 3 of Article 2 below, for the general construction of a contract, which includes different types of warranties that a seller of the goods/services provides to the customer.

PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT
• § 2-301. General Obligations of Parties.
• § 2-302. Unconscionable contract or Clause.
• § 2-303. Allocation or Division of Risks.
• § 2-304. Price Payable in Money, Goods, Realty, or Otherwise.
• § 2-305. Open Price Term.
• § 2-306. Output, Requirements and Exclusive Dealings.
• § 2-307. Delivery in Single Lot or Several Lots.
• § 2-308. Absence of Specified Place for Delivery.
• § 2-309. Absence of Specific Time Provisions; Notice of Termination.
• § 2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation.
• § 2-311. Options and Cooperation Respecting Performance.
• § 2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement.
• § 2-313. Express Warranties by Affirmation, Promise, Description, Sample.
• § 2-314. Implied Warranty: Merchantability; Usage of Trade.
• § 2-315. Implied Warranty: Fitness for Particular Purpose.
• § 2-316. Exclusion or Modification of Warranties.
• § 2-317. Cumulation and Conflict of Warranties Express or Implied.
• § 2-318. Third Party Beneficiaries of Warranties Express or Implied.
• § 2-319. F.O.B. and F.A.S. ...