Chapter 72 — Sales

72.1010 Short title

This chapter may be cited as Uniform Commercial Code–Sales.

72.1020 Scope; certain security and other transactions excluded from chapter

Unless the context otherwise requires, and except as provided in subsection (3) of this section, this chapter applies to transactions in goods and, in the case of a hybrid transaction as defined in ORS 72.1060, it applies to the extent provided in subsection (2) of this section. In a hybrid transaction: If the sale-of-goods aspects do not predominate, only…

72.1030 Definitions and index of definitions

In this chapter unless the context otherwise requires: “Buyer” means a person who buys or contracts to buy goods. “Livestock” means equines, cattle, sheep, goats, llamas, alpacas and swine. “Receipt” of goods means taking physical possession of them. “Seller” means a person who sells or contracts to sell goods. Other definitions applying to this chapter…

72.1040 Definitions: “merchant”; “financing agency”; “between merchants.”

“Merchant” means a person who deals in goods of the kind or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by employment of an agent or broker or other intermediary who by occupation purports to have such knowledge or skill. “Fina…

72.1050 Definitions: “goods”; “future” goods; “lot”; “commercial unit.”

“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 and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as desc…

72.1060 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction.”

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. A “present sale” m…

72.1070 Goods to be severed from realty; recording

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 …

72.2010 Formal requirements: statute of frauds

Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is a record 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 the authorized agent or broker of…

72.2020 Final 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 record 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 s…

72.2030 Seals inoperative

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

72.2040 Formation in general

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. An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined. Even though one or more terms are left open a contract for sale…

72.2050 Firm offers

An offer by a merchant to buy or sell goods in a signed record that 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. Any such term of assurance on a form supplied by th…

72.2060 Offer and acceptance in formation of contract

Unless otherwise unambiguously indicated by the language or circumstances: An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; 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 …

72.2070 Additional terms in acceptance or confirmation

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. The additional terms are to be …

72.2080 [1961 c.726 §72.2080; repealed by 2009 c.181 §116]

72.2090 Modification, rescission and waiver

An agreement modifying a contract within this chapter needs no consideration to be binding. A signed agreement that excludes modification or rescission except by a signed writing or other signed record 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…

72.2100 Delegation of performance; assignment of rights

A party may perform the duty of the party through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the 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. Except as otherwise prov…

72.3010 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.

72.3020 Unconscionable contract or clause

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 res…

72.3030 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.

72.3040 Price payable in money, goods, realty or otherwise

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 the party is to transfer. 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 …

72.3050 Open price term

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: Nothing is said as to price; or The price is left to be agreed by the parties and they fail to agree; or The price is to be fixed in terms of some agreed market or other standard a…

72.3060 Output, requirements and exclusive dealings

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 tende…

72.3070 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.

72.3080 Absence of specified place for delivery

Unless otherwise agreed: The place for delivery of goods is the seller’s place of business or if the seller has none the residence of the seller; but 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 Documents of title may be …

72.3090 Absence of specific time provisions; notice of termination

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. 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. Termination of a …

72.3100 Open time for payment or running of credit; authority to ship under reservation

Unless otherwise agreed: 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; If the seller is authorized to send the goods the seller may ship them under reservation, and may tender the documents of title, but, pursuant to ORS 72.5130, the buyer may inspect the goods af…

72.3110 Options and cooperation respecting performance

An agreement for sale which is otherwise sufficiently definite to be a contract within ORS 72.2040 (3) 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. Unless otherwise agreed specifications re…

72.3120 Warranty of title and against infringement; buyer’s obligation against infringement

Subject to subsection (2) of this section there is in a contract for sale a warranty by the seller that: The title conveyed shall be good, and its transfer rightful; and 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. A warranty under subsection (1) o…

72.3130 Express warranties by affirmation, promise, description, sample

Express warranties by the seller are created as follows: 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. Any description of the goods which is made part of the basis of the bargai…

72.3140 Implied warranty: merchantability; usage of trade

Unless excluded or modified as provided in ORS 72.3160, 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 serving for value of food or drink to be consumed either on the premises or elsewhere is a sale. Goods to be merchantable must b…

72.3150 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 ORS 72.3160 an implied warranty that the goods shall be fit for such purpose.

72.3160 Exclusion or modification of warranties; livestock warranty

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 ORS 72.2020 on parol or extrinsic evidence negation or limitation is inoperative to the extent that such construction is unreasonable. …

72.3170 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: Exact or technical specifications displace an inconsistent sample or model or gen…

72.3180 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 the buyer or who is a guest in the home of the buyer 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 operati…

72.3190 F.O.B. and F.A.S. terms

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: 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 ORS 72.5040 and bear the expense and risk of putting them into…

72.3200 C.I.F. and C. and F. terms

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. and F. or C.F. means that the price so includes cost and freight to the named destination. Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F.…

72.3210 C.I.F. or C. and F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival

Under a contract containing a term C.I.F. or C. and F.: 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…

72.3220 Delivery “ex-ship.”

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. Under such a term unless otherwise agreed: The sel…

72.3230 Form of bill of lading required in overseas shipment; “overseas.”

Where the contract contemplates overseas shipment and contains a term C.I.F. or C. and 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. and F., received for shipment. Where in a case within subsection (1) of this section a t…

72.3240 “No arrival, no sale” term

Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed: The seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival but the seller assumes no obligation that the goods will arrive unless the seller has caused the nonarrival; and Where without fault of the seller the goo…

72.3250 “Letter of credit” term; “confirmed credit.”

Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. 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 the buyer. Unless otherwise agreed…

72.3260 Sale on approval and sale or return; rights of creditors

Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: A “sale on approval” if the goods are delivered primarily for use; and A “sale or return” if the goods are delivered primarily for resale. Goods held on approval are not subject to the claims of the buyer’s creditors until…

72.3270 Special incidents of sale on approval and sale or return

Under a sale on approval unless otherwise agreed: Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and 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 …

72.3280 Sale by auction

In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. 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 the auctioneer’s discretion reopen the bidding o…

72.4005 Definitions for ORS 72.4010 and 72.4030

As used in ORS 72.4010 and 72.4030, “draft,” “check,” “certificate of deposit” and “note” have the meaning for those terms provided in ORS 73.0104.

72.4010 Passing of title; reservation for security; limited application of ORS 72.4010

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. In so far as situations are not covered by the other provisions of this chapter and matters concerning title become material …

72.4020 Rights of seller’s creditors against sold goods

Except as provided in subsections (2) and (3) 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 pursuant to ORS 72.5020 and 72.7160. A creditor of the seller may treat a sale or an identification of goods to a contract fo…

72.4030 Power to transfer; good faith purchase of goods; “entrusting.”

A purchaser of goods acquires all title which the 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 purchas…

72.5010 Insurable interest in goods; manner of identification of goods

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 nonconforming and the buyer 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 …

72.5020 Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency

Subject to subsections (2) and (3) 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 the buyer has a special property under the provisions of ORS 72.5010 may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if: In the case of…

72.5030 Manner of seller’s tender of delivery

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 the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular: Tender must be at a reasonable hour, and if it is of goo…

72.5040 Shipment by seller

Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must: 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 …

72.5050 Seller’s shipment under reservation

Where the seller has identified goods to the contract by or before shipment: The procurement by the seller of a negotiable bill of lading to the order of the seller or otherwise reserves in the seller a security interest in the goods. The procurement of the seller of the bill to the order of a financing agency or of the buyer indicates in addition only the …

72.5060 Rights of financing agency

A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honore…

72.5070 Effect of seller’s tender; delivery on condition

Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to the duty of the buyer to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. Where payment is due and demanded on the delivery to the buyer of goods or documents of title, the right of the buyer…

72.5080 Cure by seller of improper tender or delivery; replacement

Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the seller’s intention to cure and may then within the contract time make a conforming delivery. Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to…

72.5090 Risk of loss in the absence of breach

Where the contract requires or authorizes the seller to ship the goods by carrier: If it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation as provided in ORS 72.5050; but If it does require the seller to…

72.5100 Effect of breach on risk of loss

Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance. Where the buyer rightfully revokes acceptance the buyer may to the extent of any deficiency in the effective insurance coverage of the buyer treat the risk of loss as having rested on …

72.5110 Tender of payment by buyer; payment by check

Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery. Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it. Subject to…

72.5120 Payment by buyer before inspection

Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: The nonconformity appears without inspection; or Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of ORS 75.1090. Payment pursuant to subsection (1) …

72.5130 Buyer’s right to inspection of goods

Unless otherwise agreed and subject to subsection (3) of this section, where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the ins…

72.5140 When documents deliverable on acceptance; when on payment

Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.

72.5150 Preserving evidence of goods in dispute

In furtherance of the adjustment of any claim or dispute: Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and The parties may agree to a third party inspec…

72.6010 Buyer’s rights on improper delivery

Subject to the provisions of ORS 72.6120 on breach in installment contracts and unless otherwise agreed under ORS 72.7180 and 72.7190 on contractual limitations of remedy, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may: Reject the whole; or Accept the whole; or Accept any commercial unit or units and r…

72.6020 Manner and effect of rightful rejection

Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. Subject to the provisions of ORS 72.6030 and 72.6040 on rejected goods: After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and If t…

72.6030 Merchant buyer’s duties as to rightfully rejected goods

Subject to any security interest in the buyer as provided in ORS 72.7110 (3), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in the possession or control of the merchant buyer to follow any reasonable instructions received from the seller with respect to the goods and in …

72.6040 Buyer’s options as to salvage of rightfully rejected goods

Subject to the provisions of ORS 72.6030 on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to the seller or resell them for the seller’s account with reimbursement as provided in ORS 72.6030. Such action is not acceptance o…

72.6050 Waiver of buyer’s objections by failure to particularize

The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach: Where the seller could have cured it if stated seasonably; or Between merchants when the seller has after rejection made a request …

72.6060 What constitutes acceptance of goods

Acceptance of goods occurs when the buyer: After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; or Fails to make an effective rejection as provided in ORS 72.6020 (1), but such acceptance does not occur until the buyer has had a …

72.6070 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over

The buyer must pay at the contract rate for any goods accepted. Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impa…

72.6080 Revocation of acceptance in whole or in part

The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it: On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or Without discovery of such nonconformity if the acceptance was reasonably induced either by the …

72.6090 Right to adequate assurance of performance

A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until that party receives such assurance may if commercia…

72.6100 Anticipatory repudiation

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may: For a commercially reasonable time await performance by the repudiating party; or Resort to any remedy for breach as provided in ORS 72.7030 and 72.7110, even though…

72.6110 Retraction of anticipatory repudiation

Until the repudiating party’s next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that the aggrieved party considers the repudiation final. Retraction may be by any method which clearly indicates to the aggrieved party th…

72.6120 “Installment contract”; breach

An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent. The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installme…

72.6130 Casualty to identified goods

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term as provided in ORS 72.3240 then: If the loss is total the contract is avoided; and If the loss is partial …

72.6140 Substituted performance

Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted. If the agreed means or …

72.6150 Excuse by failure of presupposed conditions

Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections (2) and (3) of this section is not a breach of duty under a contract for sale if performance as agreed has been made impracticable by t…

72.6160 Procedure on notice claiming excuse

Where the buyer receives notification of a material or indefinite delay or an allocation justified under ORS 72.6150 the buyer may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of ORS 72.6120 relating to breach of installment …

72.7010 Remedies for breach of collateral contracts not impaired

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter.

72.7020 Seller’s remedies on discovery of buyer’s insolvency

Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under ORS 72.7050. Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within 10 d…

72.7030 Seller’s remedies in general

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract as provided in ORS 72.6120, then also with respect to the whole undelivered balance, the aggrieve…

72.7040 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods

An aggrieved seller under ORS 72.7030 may: Identify to the contract conforming goods not already identified if at the time the aggrieved seller learned of the breach they are in the possession or control of the aggrieved seller. Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods ar…

72.7050 Seller’s stoppage of delivery in transit or otherwise

The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent as provided in ORS 72.7020 and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason…

72.7060 Seller’s resale including contract for resale

Under the conditions stated in ORS 72.7030 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under t…

72.7070 “Person in the position of a seller.”

A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of the principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. A person in the position of a seller may as provided in ORS 72.7050 withhold or stop delive…

72.7080 Seller’s damages for nonacceptance or repudiation

Subject to subsection (2) of this section and to the provisions of ORS 72.7230 with respect to proof of market price, the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in ORS 72.7100, but l…

72.7090 Action for the price

When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under ORS 72.7100, the price: Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and Of goods identified to the contract if the seller is unable af…

72.7100 Seller’s incidental damages

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.

72.7110 Buyer’s remedies in general; buyer’s security interest in rejected goods

Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract as provided in ORS 72.6120, the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much …

72.7120 “Cover”; buyer’s procurement of substitute goods

After a breach within ORS 72.7110 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or…

72.7130 Buyer’s damages for nondelivery or repudiation

Subject to the provisions of ORS 72.7230 with respect to proof of market price, the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in ORS 72.7150, but less expenses…

72.7140 Buyer’s damages for breach in regard to accepted goods

Where the buyer has accepted goods and given notification as provided in ORS 72.6070 (3) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable. The measure of damages for breach of warranty is the difference at the time and…

72.7150 Buyer’s incidental and consequential damages

Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach. Consequent…

72.7160 Buyer’s right to specific performance or replevin

A judgment requiring specific performance may be entered if the goods are unique or in other proper circumstances. The judgment for specific performance may include such terms and conditions as to payment of the price, damages or other relief as the court may deem just. The buyer has a right of replevin for goods identified to the contract if after reasona…

72.7170 Deduction of damages from the price

The buyer on notifying the seller of the intention of the buyer to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

72.7180 Liquidation or limitation of damages; deposits

Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void a…

72.7190 Contractual modification or limitation of remedy

Subject to the provisions of subsections (2) and (3) of this section and of ORS 72.7180 on liquidation and limitation of damages: The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer’s remedies to retu…

72.7200 Effect of “cancellation” or “rescission” on claims for antecedent breach

Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.

72.7210 Remedies for fraud

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.

72.7220 Who can sue third parties for injury to goods

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract: A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have b…

72.7230 Proof of market price: time and place

If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation. If evidence of a price prevailing at the times or places…

72.7240 Admissibility of market quotations

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report …

72.7250 Statute of limitations in contracts for sale

An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the brea…

72.8010 Definitions for ORS 72.8010 to 72.8200

As used in ORS 72.8010 to 72.8200, unless the context requires otherwise: “Consumer good” means a new consumer good as defined in ORS 79A.1020 and includes, but is not limited to, a new motor vehicle, new manufactured dwelling, new modular home, new machine, new appliance or new like product used or bought for use primarily for personal family or household …

72.8020 Manufacturer’s implied warranty of merchantability

Except if the manufacturer disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, the manufacturer of a consumer good to be sold at retail in this state gives, on sale or consignment for sale, the manufacturer’s implied warranty of merchantability. Note: See note under 72.8010.

72.8030 Manufacturer’s implied warranty of fitness

Except if the manufacturer disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, on every sale or consignment for sale of a consumer good sold at retail in this state by a manufacturer who has reason to know at the time of the retail sale that the good is required for a particular purpose and that the buyer relies on the manufacturer’s s…

72.8040 Retailer’s or distributor’s implied warranty of fitness

Except if the retailer or distributor disclaims the warranty in the manner prescribed by ORS 72.8010 to 72.8200, on every sale or consignment for sale of a consumer good sold at retail in this state by a retail dealer or distributor who has reason to know at the time of the retail sale that the good is required for a particular purpose, and that the buyer re…

72.8050 Disclaimer of implied warranty of merchantability or implied warranty of fitness; manner and effect

Except with respect to sale of a consumer good by means of a mail-order catalog, on sale of a consumer good on an “as is” or “with all faults” basis effective disclaimer of the implied warranty of merchantability or the implied warranty of fitness requires that a conspicuous writing attached to the consumer good clearly informs the buyer before sale in simpl…

72.8060 Express warranty

A written statement arising out of a sale to the consumer of a consumer good pursuant to which statement the manufacturer, distributor or retailer undertakes to preserve or maintain the utility or performance of the consumer good or provide compensation if there is a failure in utility or performance of the consumer good is an express warranty. A retailer, …

72.8070 Right to make express warranty; effect of express warranty upon disclaimer; duration of implied warranty of merchantability or implied warranty of fitness

Nothing in ORS 72.8010 to 72.8200 affects the right of a manufacturer, distributor or retailer to make an express warranty with respect to a consumer good. Effective disclaimer of the implied warranty of merchantability or the implied warranty of fitness by a manufacturer, distributor or retailer making an express warranty with respect to a consumer good req…

72.8090 Form of express warranty; designation of service and repair facilities

Each manufacturer, distributor or retailer who makes an express warranty with respect to a consumer good shall set the warranty forth fully in readily understood language and shall clearly identify the party making the warranty. Each manufacturer, distributor or retailer who makes an express warranty and maintains a service and repair facility within this s…

72.8100 Manufacturer’s service and repair; facilities within state; nonconforming good; inability to service; buyer’s delivery or notice of nonconforming good

Each manufacturer of a consumer good sold in this state and for which the manufacturer has made an express warranty shall: Maintain or cause to be maintained in this state sufficient service and repair facility to carry out the terms of such a warranty; or Be subject to the provisions of ORS 72.8130. Except if the buyer agrees in writing to the contrary, …

72.8110 Retailer’s service and repair of nonconforming good in absence of manufacturer’s service and repair facilities within state; buyer’s delivery or notice of nonconforming good

If the manufacturer who makes an express warranty does not provide service and repair facilities within this state pursuant to ORS 72.8100, the buyer may return the nonconforming good to the retail seller for replacement or for service and repair in accordance with the terms and conditions of the express warranty. Such replacement, service or repair shall be…

72.8120 Time for commencement of service and repair; effect of delay; tender of conforming goods

Where an option is exercised in favor of service and repair under ORS 72.8110, said service and repair must be commenced within a reasonable time, unless the buyer agrees in writing to the contrary. Delay caused by conditions beyond the control of the retail seller’s representative shall serve to extend the time for repair. Where such a delay arises, conform…

72.8130 Liability to retailer of manufacturer not maintaining service and repair facility within state

Each manufacturer who, with respect to a consumer good sold within this state, makes an express warranty but does not provide a service or repair facility within this state is liable to the retail seller who incurs obligations in giving effect to the express warranty: In the event of replacement, in an amount equal to the cost to the retail seller of the re…

72.8140 Unauthorized or unreasonable use after sale

ORS 72.8010 to 72.8200 do not apply to any defect or nonconformity in a consumer good caused by the unauthorized or unreasonable use of the good after sale. Note: See note under 72.8010.

72.8150 Service contract in addition to or in lieu of express warranty

Nothing in ORS 72.8010 to 72.8200 prevents the sale of a service contract to the buyer in addition to or in lieu of an express warranty if the contract duly and conspicuously discloses in simple and readily understood language the term, duration and conditions of the contract. Note: See note under 72.8010.

72.8160 Express warranty in addition to implied warranties

Nothing in ORS 72.8010 to 72.8200 prevents a person from making an express warranty that is in addition to implied warranties prescribed by ORS 72.8010 to 72.8200. Note: See note under 72.8010.

72.8170 Authority of manufacturer who makes express warranty to suggest methods of effectuating service and repair

ORS 72.8010 to 72.8200 do not prohibit a manufacturer who makes an express warranty from suggesting methods of effectuating service and repair, in accordance with the terms and conditions of the express warranty, other than those required by ORS 72.8010 to 72.8200. Note: See note under 72.8010.

72.8180 Buyer’s waiver of ORS 72.8010 to 72.8200

Waiver of the provisions of ORS 72.8010 to 72.8200 by a buyer of consumer goods is void except where such a waiver is expressly allowed by ORS 72.8010 to 72.8200. Note: See note under 72.8010.

72.8190 Status of remedies under ORS 72.8010 to 72.8200; effect of unconstitutionality

The remedies provided by ORS 72.8010 to 72.8200 are cumulative and shall not be construed as restricting any remedy otherwise available including the remedies provided by ORS chapter 72. If any provision of ORS 72.8010 to 72.8200 or application thereof to any person or circumstance is held unconstitutional, such invalidity shall not affect other provisions o…

72.8200 Operative dates

ORS 72.8010 to 72.8200 apply to a consumer good sold on or after January 1, 1974. However, ORS 72.8020, 72.8030, 72.8040 and 72.8090 only apply to a consumer good manufactured on or after January 1, 1974. Note: See note under 72.8010. _______________