Sections
§ 2-101 Short title
§ 2-102 Scope; certain security and other transactions excluded from this article
§ 2-103 Definitions and index of definitions
§ 2-104 Definitions: ‘merchant’; ‘between merchants’; ‘financing agency’
§ 2-105 Definitions: transferability; ‘goods’; ‘future’ goods; ‘lot’; ‘commercial unit’
§ 2-106 Definitions: ‘contract’; ‘agreement’; ‘contract for sale’; ‘sale’; ‘present sale’; ‘conforming’ to contract; ‘termination’; ‘cancellation’
§ 2-107 Goods to be severed from realty: recording
§ 2-108 Miscellaneous health provisions; blood or tissue transfer services
§ 2-201 Formal requirements; statute of frauds
§ 2-202 Final written expression: parol or extrinsic evidence
§ 2-203 Seals inoperative
§ 2-204 Formation in general
§ 2-205 Firm offers
§ 2-206 Offer and acceptance in formation of contract
§ 2-207 Additional terms in acceptance or confirmation
§ 2-209 Modification, rescission, and waiver
§ 2-210 Delegation of performance; assignment of rights
§ 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. terms
§ 2-320 C.I.F. and C. & F. terms
§ 2-321 C.I.F. or C. & F.: ‘net landed weights’; ‘payment on arrival’; warranty of condition on arrival
§ 2-322 Delivery ‘ex-ship’
§ 2-323 Form of bill of lading required in overseas shipment; ‘overseas’
§ 2-324 ‘No arrival, no sale’ term
§ 2-325 ‘Letter of credit’ term; ‘confirmed credit’
§ 2-326 Sale on approval and sale or return; rights of creditors
§ 2-327 Special incidents of sale on approval and sale or return
§ 2-328 Sale by auction
§ 2-401 Passing of title; reservation for security; limited application of this section
§ 2-402 Rights of seller’s creditors against sold goods
§ 2-403 Power to transfer; good faith purchase of goods; ‘entrusting’
§ 2-501 Insurable interest in goods; manner of identification of goods
§ 2-502 Buyer’s right to goods on seller’s repudiation, failure to deliver, or insolvency
§ 2-503 Manner of seller’s tender of delivery
§ 2-504 Shipment by seller
§ 2-505 Seller’s shipment under reservation
§ 2-506 Rights of financing agency
§ 2-507 Effect of seller’s tender; delivery on condition
§ 2-508 Cure by seller of improper tender or delivery; replacement
§ 2-509 Risk of loss in the absence of breach
§ 2-510 Effect of breach on risk of loss
§ 2-511 Tender of payment by buyer; payment by check
§ 2-512 Payment by buyer before inspection
§ 2-513 Buyer’s right to inspection of goods
§ 2-514 When documents deliverable on acceptance; when on payment
§ 2-515 Preserving evidence of goods in dispute
§ 2-601 Buyer’s rights on improper delivery
§ 2-602 Manner and effect of rightful rejection
§ 2-603 Merchant buyer’s duties as to rightfully rejected goods
§ 2-604 Buyer’s options as to salvage of rightfully rejected goods
§ 2-605 Waiver of buyer’s objections by failure to particularize
§ 2-606 What constitutes acceptance of goods
§ 2-607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
§ 2-608 Revocation of acceptance in whole or in part
§ 2-609 Right to adequate assurance of performance
§ 2-610 Anticipatory repudiation
§ 2-611 Retraction of anticipatory repudiation
§ 2-612 ‘Installment contract’; breach
§ 2-613 Casualty to identified goods
§ 2-614 Substituted performance
§ 2-615 Excuse by failure of presupposed conditions
§ 2-616 Procedure on notice claiming excuse
§ 2-701 Remedies for breach of collateral contracts not impaired
§ 2-702 Seller’s remedies on discovery of buyer’s insolvency
§ 2-703 Seller’s remedies in general
§ 2-704 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
§ 2-705 Seller’s stoppage of delivery in transit or otherwise
§ 2-706 Seller’s resale including contract for resale
§ 2-707 ‘Person in the position of a seller’
§ 2-708 Seller’s damages for non-acceptance or repudiation
§ 2-709 Action for the price
§ 2-710 Seller’s incidental damages
§ 2-711 Buyer’s remedies in general; buyer’s security interest in rejected goods
§ 2-712 ‘Cover’; buyer’s procurement of substitute goods
§ 2-713 Buyer’s damages for non-delivery or repudiation
§ 2-714 Buyer’s damages for breach in regard to accepted goods
§ 2-715 Buyer’s incidental and consequential damages
§ 2-716 Buyer’s right to specific performance or replevin
§ 2-717 Deduction of damages from the price
§ 2-718 Liquidation or limitation of damages; deposits
§ 2-719 Contractual modification or limitation of remedy
§ 2-720 Effect of ‘cancellation’ or ‘rescission’ on claims for antecedent breach
§ 2-721 Remedies for fraud
§ 2-722 Who can sue third parties for injury to goods
§ 2-723 Proof of market price: time and place
§ 2-724 Admissibility of market quotations
§ 2-725 Statute of limitations in contracts for sale

Terms Used In Vermont Statutes > Title 9A > Article 2 - Sales

  • Actual notice: means receipt of written notice hand-delivered or mailed to the last known address. See
  • Agent: means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. See
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bank: means :

  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See
  • Buyer: means a person who buys or contracts to buy goods. See
  • Commissioner: means the Commissioner of Financial Regulation. See
  • common enterprise: means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors; and

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract for sale: includes both a present sale of goods and a contract to sell goods at a future time. See
  • Conviction: A judgement of guilt against a criminal defendant.
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Depository institution: means :

  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • Domestic: when applied to a corporation, company, association, or copartnership shall mean organized under the laws of this State; "foreign" when so applied, shall mean organized under the laws of another state, government, or country. See
  • Dwelling unit: means a building or the part of a building that is used as a home, residence, or sleeping place by one or more persons who maintain a household. See
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Executor: A male person named in a will to carry out the decedent
  • Federal covered investment adviser: means a person registered under 15 U. See
  • Federal covered security: means a security that is, or upon completion of a transaction will be, a covered security under 15 U. See
  • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
  • Fees: shall mean earnings due for official services, aside from salaries or per diem compensation. See
  • Fiduciary: A trustee, executor, or administrator.
  • Filing: means the receipt under this chapter of a record by the Commissioner or a designee of the Commissioner. See
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guaranteed: means guaranteed as to payment of all principal and all interest. See
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • inhabitants: shall mean the population of the political division referred to, as ascertained by the national census last completed before the time when such population is a material fact. See
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Institutional investor: means any of the following, whether acting for itself or for others in a fiduciary capacity:

  • Insurance company: means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and that is subject to supervision by the insurance commissioner or a similar official or agency of a state. See
  • Insured: means insured as to payment of all principal and all interest. See
  • International banking institution: means an international financial institution of which the United States is a member and whose securities are exempt from registration under 15 U. See
  • Investment adviser: means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. See
  • Investment adviser representative: means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds himself or herself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. See
  • Issuer: means a person that issues or proposes to issue a security, subject to the following:

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Justice: when applied to a person, other than a Justice of the Supreme Court, shall mean a justice of the peace for the county for which he or she is elected or appointed. See
  • Landlord: means the owner, lessor, or where applicable, the sublessor of a residential dwelling unit or the building of which it is a part. See
  • Legal tender: coins, dollar bills, or other currency issued by a government as official money. Source: U.S. Mint
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Month: shall mean a calendar month and "year" shall mean a calendar year and be equivalent to the expression "year of our Lord. See
  • Municipality: shall include a city, town, town school district, incorporated school or fire district or incorporated village, and all other governmental incorporated units. See
  • nonissuer distribution: means a transaction or distribution not directly or indirectly for the benefit of the issuer. See
  • Normal wear and tear: means the deterioration that occurs, based upon the reasonable use for which the rental unit is intended, without negligence, carelessness, accident, or abuse of the premises or equipment or chattels by the tenant or members of his or her household or their invitees or guests. See
  • Offer to purchase: includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. See
  • Person: means both the plural and singular, as the case demands and includes individuals, partnerships, corporations, companies, societies, and associations. See
  • Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Predecessor act: means chapter 131 of this title. See
  • Premises: means a dwelling unit, its appurtenances and the building, and the grounds, areas, and facilities held out for the use of tenants generally or whose use is promised to the tenant. See
  • present sale: means a sale which is accomplished by the making of the contract. See
  • Price amendment: means the amendment to a registration statement filed under 15 U. See
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Protected tenant: means a tenant who is:

  • Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
  • public record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rent: means all consideration to be made to or for the benefit of the landlord under the rental agreement, not including security deposits. See
  • Rental agreement: means all agreements, written or oral, embodying terms and conditions concerning the use and occupancy of a dwelling unit and premises. See
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • said: when used by way of reference to a person or thing shall apply to the same person or thing last mentioned. See
  • Sale: includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See
  • Secretary: means the Secretary of the Agency of Agriculture, Food and Markets or his or her designee. See
  • Securities and Exchange Commission: means the U. See
  • Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See
  • Self-regulatory organization: means any national securities exchange, registered securities association, clearing agency registered under 15 U. See
  • Seller: means a person who sells or contracts to sell goods. See
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the U. See
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subpoena: A command to a witness to appear and give testimony.
  • Summons: Another word for subpoena used by the criminal justice system.
  • sworn: shall include affirmed. See
  • Tenant: means a person entitled under a rental agreement to occupy a residential dwelling unit to the exclusion of others. See
  • Testify: Answer questions in court.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Vehicle: means any device in, upon, or by which any property, produce, commodity, or article is or may be transported or drawn. See
  • weight: as used in this chapter in connection with any commodity shall mean net weight. See
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.