Fla. Stat. § 672.101
Short title
Chapter 672 shall be known and may be cited as the “Uniform Commercial Code—Sales.”
Florida Statutes Chapter 672 — UNIFORM COMMERCIAL CODE: SALES
Florida · statute · Fla. Stat. ch. 672 · 104 active provisions
Fla. Stat. § 672.102
Scope; certain security and other transactions excluded from this chapter
(1) Unless the context otherwise requires, and except as provided in subsection (2), this chapter applies to transactions in goods and, in the case of a hybrid transaction:(a) If the sale-of-goods aspects do not predominate, only those provisions of this chapter which relate primarily to the sale-of-goods aspects of th…
Fla. Stat. § 672.103
Definitions and index of definitions
(1) In this chapter unless the context otherwise requires:(a) “Buyer” means a person who buys or contracts to buy goods.(b) “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.(c) “Receipt” of goods means taking physical possess…
Fla. Stat. § 672.104
Definitions: “merchant”; “between merchants”; “financing agency.”
(1) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds himself or herself 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 or her employment of an agent or broker or other in…
Fla. Stat. § 672.105
Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”
(1) “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 678) and things in action. “Goods” also includes the unborn young of animals and growing cr…
Fla. Stat. § 672.106
Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction.”
(1) In this chapter, unless the context clearly requires otherwise, the meaning of the terms “contract” and “agreement” is limited to those contracts and agreements relating to the present or future sale of goods. The term “contract for sale” includes both a present sale of goods and a contract to sell goods at a futur…
Fla. Stat. § 672.107
Goods to be severed from realty; recording
(1) 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…
Fla. Stat. § 672.201
Formal requirements; statute of frauds
(1) 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 so…
Fla. Stat. § 672.202
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…
Fla. Stat. § 672.203
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 constitute a record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
Fla. Stat. § 672.204
Formation in general
(1) 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.(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.(3) Even though one…
Fla. Stat. § 672.205
Firm offers
An offer by a merchant to buy or sell goods in a signed record 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 3 months; but any such t…
Fla. Stat. § 672.206
Offer and acceptance in formation of contract
(1) Unless otherwise unambiguously indicated by the language or circumstances:(a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;(b) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting a…
Fla. Stat. § 672.207
Additional terms in acceptance or confirmation
(1) 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 diffe…
Fla. Stat. § 672.208
Course of performance or practical construction
(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.…
Fla. Stat. § 672.209
Modification, rescission, and waiver
(1) An agreement modifying a contract within this chapter needs no consideration to be binding.(2) A signed agreement which 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 suppli…
Fla. Stat. § 672.210
Delegation of performance; assignment of rights
(1) A party may perform her or his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having her or 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 li…
Fla. Stat. § 672.301
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.
Fla. Stat. § 672.302
Unconscionable contract or clause
(1) 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 unconscionab…
Fla. Stat. § 672.303
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.
Fla. Stat. § 672.304
Price payable in money, goods, realty, or otherwise
(1) 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 or she is to transfer.(2) 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…
Fla. Stat. § 672.305
Open price term
(1) 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:(a) Nothing is said as to price; or(b) The price is left to be agreed by the parties and they fail to agree; or(c) The price is to be fixed…
Fla. Stat. § 672.306
Output, requirements, and exclusive dealings
(1) 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 comparab…
Fla. Stat. § 672.307
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.
Fla. Stat. § 672.308
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 the seller has none his or her 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 deli…
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