Uniform Commercial Code

Alaska · Trade and Commerce · §§ 45.01.111 to 45.29.811 · 615 sections

Overview

The Uniform Commercial Code governs commercial transactions, with the provisions here covering the sale of goods and the treatment of certain electronic records that function as payment or account rights. For sales, it supplies default rules that fill gaps in contracts — price, delivery, timing, and payment terms — alongside requirements for contract formation and modification, a statute of frauds, limits on the use of extrinsic evidence, and rules on when acceptance with added terms creates a binding agreement. It also establishes warranties that attach to a sale, including title, express warranties created by description or sample, and implied warranties of merchantability and fitness for a particular purpose, and it empowers courts to refuse enforcement of unconscionable terms.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.

Sections covered

Showing the first 400 of 615 sections — browse the full code.

AS 45.01.111Short titles
AS 45.01.112Scope of chapter
AS 45.01.113Construction of code to promote its purposes and policies; applicability of supplemental principles of law
AS 45.01.114Construction against implied repeal
AS 45.01.115Severability
AS 45.01.116Use of singular and plural; gender
AS 45.01.117Section captions
AS 45.01.118Relation to Electronic Signatures in Global and National Commerce Act
AS 45.01.211General definitions
AS 45.01.212Notice; knowledge
AS 45.01.213Lease distinguished from security interest
AS 45.01.214Value
AS 45.01.215Reasonable time; seasonableness
AS 45.01.216Presumptions
AS 45.01.301Territorial applicability; parties' power to choose applicable law
AS 45.01.302Variation by agreement
AS 45.01.303Course of performance, course of dealing, and usage of trade
AS 45.01.304Obligation of good faith
AS 45.01.305Remedies to be liberally administered
AS 45.01.306Waiver or renunciation of claim or right after breach
AS 45.01.307Prima facie evidence by third-party documents
AS 45.01.308Performance or acceptance under reservation of rights
AS 45.01.309Option to accelerate at will
AS 45.01.310Subordinated obligations
AS 45.02.101Short title
AS 45.02.102Scope; certain security and other transactions excluded
AS 45.02.103Definitions and index of definitions
AS 45.02.104Definitions: “merchant”; “between merchants”; “financing agency.”
AS 45.02.105Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”
AS 45.02.106Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”
AS 45.02.107Goods to be severed from realty; recording
AS 45.02.201Formal requirements; statute of frauds
AS 45.02.202Final written expression; parol or extrinsic evidence
AS 45.02.203Seals inoperative
AS 45.02.204Formation in general
AS 45.02.205Firm offers
AS 45.02.206Offer and acceptance in formation of contract
AS 45.02.207Additional terms in acceptance or confirmation
AS 45.02.208Course of performance or practical construction. [Repealed, § 113 ch 44 SLA 2009.]
AS 45.02.209Modification, rescission, and waiver
AS 45.02.210Delegation of performance; assignment of rights
AS 45.02.301General obligations of parties
AS 45.02.302Unconscionable contract or clause
AS 45.02.303Allocation or division of risks
AS 45.02.304Price payable in money, goods, realty, or otherwise
AS 45.02.305Open price term
AS 45.02.306Output, requirements, and exclusive dealings
AS 45.02.307Delivery in single lot or several lots
AS 45.02.308Absence of specified place for delivery
AS 45.02.309Absence of specific time provisions; notice of termination
AS 45.02.310Open time for payment or running of credit; authority to ship under reservation
AS 45.02.311Options and cooperation respecting performance
AS 45.02.312Warranty of title and against infringement; buyer's obligation against infringement
AS 45.02.313Express warranties by affirmation, promise, description, sample
AS 45.02.314Implied warranty: Merchantability; usage of trade
AS 45.02.315Implied warranty: Fitness for particular purpose
AS 45.02.316Exclusion or modification of warranties
AS 45.02.317Cumulation and conflict of warranties express or implied
AS 45.02.318Third-party beneficiaries of warranties express or implied
AS 45.02.319F.O.B. and F.A.S. terms
AS 45.02.320C.I.F. and C. & F. terms
AS 45.02.321C.I.F. or C. & F.: “Net landed weights”; “payment on arrival”; warranty of conditions on arrival
AS 45.02.322Delivery “ex-ship.”
AS 45.02.323Form of bill of lading required in overseas shipment; “overseas.”
AS 45.02.324“No arrival, no sale” term
AS 45.02.325“Letter of credit” term; “confirmed credit.”
AS 45.02.326Sale on approval and sale or return; rights of creditors
AS 45.02.327Special incidents of sale on approval and sale or return
AS 45.02.328Sale by auction
AS 45.02.350Sale by door-to-door solicitation
AS 45.02.401Passing of title; reservation for security; limited application of this section
AS 45.02.402Rights of seller's creditors against sold goods
AS 45.02.403Power to transfer; good faith purchase of goods; “entrusting.”
AS 45.02.501Insurable interest in goods; manner of identification of goods
AS 45.02.502Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency
AS 45.02.503Manner of seller's tender of delivery
AS 45.02.504Shipment by seller
AS 45.02.505Seller's shipment under reservation
AS 45.02.506Rights of financing agency
AS 45.02.507Effect of seller's tender; delivery on condition
AS 45.02.508Cure by seller of improper tender or delivery; replacement
AS 45.02.509Risk of loss in the absence of breach
AS 45.02.510Effect of breach on risk of loss
AS 45.02.511Tender of payment by buyer; payment by check
AS 45.02.512Payment by buyer before inspection
AS 45.02.513Buyer's right to inspection of goods
AS 45.02.514When documents deliverable on acceptance; when on payment
AS 45.02.515Preserving evidence of goods in dispute
AS 45.02.601Buyer's rights on improper delivery
AS 45.02.602Manner and effect of rightful rejection
AS 45.02.603Merchant buyer's duties as to rightfully rejected goods
AS 45.02.604Buyer's options as to salvage of rightfully rejected goods
AS 45.02.605Waiver of buyer's objections by failure to particularize
AS 45.02.606What constitutes acceptance of goods
AS 45.02.607Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
AS 45.02.608Revocation of acceptance in whole or in part
AS 45.02.609Right to adequate assurance of performance
AS 45.02.610Anticipatory repudiation
AS 45.02.611Retraction of anticipatory repudiation
AS 45.02.612“Installment contract”; breach
AS 45.02.613Casualty to identified goods
AS 45.02.614Substituted performance
AS 45.02.615Excuse by failure of presupposed conditions
AS 45.02.616Procedure on notice claiming excuse
AS 45.02.701Remedies for breach of collateral contracts not impaired
AS 45.02.702Seller's remedies on discovery of buyer's insolvency
AS 45.02.703Seller's remedies in general
AS 45.02.704Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
AS 45.02.705Seller's stoppage of delivery in transit or otherwise
AS 45.02.706Seller's resale including contract for resale
AS 45.02.707Person in the position of a seller
AS 45.02.708Seller's damages for nonacceptance or repudiation
AS 45.02.709Action for the price
AS 45.02.710Seller's incidental damages
AS 45.02.711Buyer's remedies in general; buyer's security interest in rejected goods
AS 45.02.712“Cover”; buyer's procurement of substitute goods
AS 45.02.713Buyer's damages for nondelivery or repudiation
AS 45.02.714Buyer's damages for breach in regard to accepted goods
AS 45.02.715Buyer's incidental and consequential damages
AS 45.02.716Buyer's right to specific performance or replevin
AS 45.02.717Deduction of damages from the price
AS 45.02.718Liquidation or limitation of damages; deposits
AS 45.02.719Contractual modification or limitation of remedy
AS 45.02.720Effect of cancellation or rescission on claims for antecedent breach
AS 45.02.721Remedies for fraud
AS 45.02.722Who can sue third parties for injury to goods
AS 45.02.723Proof of market price; time and place
AS 45.02.724Admissibility of market quotations
AS 45.02.725Statute of limitations in contracts for sale
AS 45.03.101Short title
AS 45.03.102Subject matter
AS 45.03.103Definitions
AS 45.03.104Negotiable instrument
AS 45.03.105Issue of instrument
AS 45.03.106Unconditional promise or order
AS 45.03.107Instrument payable in foreign money
AS 45.03.108Payable on demand or at definite time
AS 45.03.109Payable to bearer or to order
AS 45.03.110Identification of person to whom instrument is payable
AS 45.03.111Place of payment
AS 45.03.112Interest
AS 45.03.113Date of instrument
AS 45.03.114Contradictory terms of instrument
AS 45.03.115Incomplete instrument
AS 45.03.116Joint and several liability; contribution
AS 45.03.117Other agreements affecting instrument
AS 45.03.118Statute of limitations
AS 45.03.119Notice of right to defend action
AS 45.03.201Negotiation
AS 45.03.202Negotiation subject to rescission
AS 45.03.203Transfer of instrument; rights acquired by transfer
AS 45.03.204Endorsement
AS 45.03.205Special endorsement; blank endorsement; anomalous endorsement
AS 45.03.206Restrictive endorsement
AS 45.03.207Reacquisition
AS 45.03.208Reacquisition. [Repealed, § 127 ch 35 SLA 1993.]
AS 45.03.301Person entitled to enforce instrument
AS 45.03.302Holder in due course
AS 45.03.303Value and consideration
AS 45.03.304Overdue instrument
AS 45.03.305Defenses and claims in recoupment
AS 45.03.306Claims to an instrument
AS 45.03.307Notice of breach of fiduciary duty
AS 45.03.308Proof of signatures and status as holder in due course
AS 45.03.309Enforcement of lost, destroyed, or stolen instrument
AS 45.03.310Effect of instrument on obligation for which taken
AS 45.03.311Accord and satisfaction by use of instrument
AS 45.03.312Lost, destroyed, or stolen cashier's check, teller's check, or certified check
AS 45.03.401Signature
AS 45.03.402Signature by representative
AS 45.03.403Unauthorized signature
AS 45.03.404Impostors; fictitious payees
AS 45.03.405Employer's responsibility for fraudulent endorsement by employee
AS 45.03.406Negligence contributing to forged signature or alteration of instrument
AS 45.03.407Alteration
AS 45.03.408Drawee not liable on unaccepted draft
AS 45.03.409Acceptance of draft; certified check
AS 45.03.410Acceptance varying draft
AS 45.03.411Refusal to pay cashier's checks, teller's checks, and certified checks
AS 45.03.412Obligation of issuer of note or cashier's check
AS 45.03.413Obligation of acceptor
AS 45.03.414Obligation of drawer
AS 45.03.415Obligation of endorser
AS 45.03.416Transfer warranties
AS 45.03.417Presentment warranties
AS 45.03.418Payment or acceptance by mistake
AS 45.03.419Instruments signed for accommodation
AS 45.03.420Conversion of instrument
AS 45.03.501Presentment
AS 45.03.502Dishonor
AS 45.03.503Notice of dishonor
AS 45.03.504Excused presentment and notice of dishonor
AS 45.03.505Evidence of dishonor
AS 45.03.601Discharge and effect of discharge
AS 45.03.602Payment
AS 45.03.603Tender of payment
AS 45.03.604Discharge by cancellation or renunciation
AS 45.03.605Discharge of endorsers and accommodation parties
AS 45.04.101Short title
AS 45.04.102Applicability
AS 45.04.103Variation by agreement; measure of damages; certain action constituting ordinary care
AS 45.04.104Definitions and index of definitions
AS 45.04.105“Bank”; “depositary bank”; “intermediary bank”; “collecting bank”; “payor bank”; “presenting bank.”
AS 45.04.106Payable through or payable at bank; collecting bank
AS 45.04.107Separate office of a bank
AS 45.04.108Time of receipt of items
AS 45.04.109Delays
AS 45.04.110Electronic presentment
AS 45.04.111Statute of limitations
AS 45.04.201Status of collecting bank as agent and provisional status of credits; applicability; item endorsed “pay any bank”
AS 45.04.202Responsibility for collection or return; when action timely
AS 45.04.203Effect of instructions
AS 45.04.204Methods of sending and presenting; sending directly to payor bank
AS 45.04.205Depositary bank holder of unendorsed item
AS 45.04.206Transfer between banks
AS 45.04.207Transfer warranties
AS 45.04.208Presentment warranties
AS 45.04.209Encoding and retention warranties
AS 45.04.210Security interest of collecting bank in items, accompanying documents, and proceeds
AS 45.04.211When bank gives value for purposes of holder in due course
AS 45.04.212Presentment by notice of item not payable by, through, or at a bank; liability of drawer or endorser
AS 45.04.213Medium and time of settlement by bank
AS 45.04.214Right of charge back or refund; liability of collecting bank; return of item
AS 45.04.215Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal
AS 45.04.216Insolvency and preference
AS 45.04.301Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank
AS 45.04.302Payor bank's responsibility for late return of item
AS 45.04.303When items subject to notice, stop-payment order, legal process, or setoff; order in which items may be charged or certified
AS 45.04.401When bank may charge customer's account
AS 45.04.402Bank's liability to customer for wrongful dishonor; time of determining insufficiency of account
AS 45.04.403Customer's right to stop payment; burden of proof of loss
AS 45.04.404Bank not obligated to pay check more than six months old
AS 45.04.405Death or incompetence of a customer
AS 45.04.406Customer's duty to discover and report unauthorized signature or alteration
AS 45.04.407Payor bank's right to subrogation on improper payment
AS 45.04.501Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor
AS 45.04.502Presentment of “on arrival” drafts
AS 45.04.503Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need
AS 45.04.504Privilege of presenting bank to deal with goods; security interest for expenses
AS 45.05.101Short title
AS 45.05.102Definitions
AS 45.05.103Scope
AS 45.05.104Formal requirements
AS 45.05.105Consideration
AS 45.05.106Issuance, amendment, cancellation, and duration
AS 45.05.107Confirmer, nominated person, and adviser
AS 45.05.108Issuer's rights and obligations
AS 45.05.109Fraud and forgery
AS 45.05.110Warranties
AS 45.05.111Remedies
AS 45.05.112Transfer of letter of credit
AS 45.05.113Transfer by operation of law
AS 45.05.114Assignment of proceeds
AS 45.05.115Statute of limitations
AS 45.05.116Choice of law and forum
AS 45.05.117Subrogation of issuer, applicant, and nominated person
AS 45.05.118Security interest of issuer or nominated person
AS 45.05.125[Renumbered as AS 45.02.350.]
AS 45.05.392[Renumbered as AS 45.03.701.]
AS 45.05.611[Renumbered as AS 45.07.650.]
AS 45.07.111Short title
AS 45.07.112Definitions and index of definitions
AS 45.07.113Relation of chapter to treaty or statute
AS 45.07.114Negotiable and nonnegotiable document of title
AS 45.07.115Reissuance in alternative medium
AS 45.07.116Control of electronic document of title
AS 45.07.201Person who may issue a warehouse receipt; storage under bond
AS 45.07.202Form of warehouse receipt; effect of omission
AS 45.07.203Liability for nonreceipt or misdescription
AS 45.07.204Duty of care; contractual limitation of warehouse's liability
AS 45.07.205Title under warehouse receipt defeated in certain cases
AS 45.07.206Termination of storage at warehouse's option
AS 45.07.207Goods must be kept separate; fungible goods
AS 45.07.208Altered warehouse receipts
AS 45.07.209Lien of warehouse
AS 45.07.210Enforcement of warehouse's lien
AS 45.07.301Liability for nonreceipt or misdescription; “said to contain”; “shipper's weight, load, and count”; improper handling
AS 45.07.302Through bills of lading and similar documents of title
AS 45.07.303Diversion; reconsignment; change of instructions
AS 45.07.304Tangible bills of lading in a set
AS 45.07.305Destination bills
AS 45.07.306Altered bills of lading
AS 45.07.307Lien of carrier
AS 45.07.308Enforcement of carrier's lien
AS 45.07.309Duty of care; contractual limitation of carrier's liability
AS 45.07.401Irregularities in issue of receipt or bill or conduct of issuer
AS 45.07.402Duplicate document of title; overissue
AS 45.07.403Obligation of bailee to deliver; excuse
AS 45.07.404No liability for good faith delivery under document of title
AS 45.07.501Form of negotiation and requirements of due negotiation
AS 45.07.502Rights acquired by due negotiation
AS 45.07.503Document of title to goods defeated in certain cases
AS 45.07.504Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery
AS 45.07.505Endorser not guarantor for other parties
AS 45.07.506Delivery without endorsement; right to compel endorsement
AS 45.07.507Warranties on negotiation or delivery of document of title
AS 45.07.508Warranties of collecting bank as to documents of title
AS 45.07.509Adequate compliance with commercial contract
AS 45.07.601Lost, stolen, or destroyed documents of title
AS 45.07.602Judicial process against goods covered by negotiable document of title
AS 45.07.603Conflicting claims; interpleader
AS 45.07.650Laws not repealed by this chapter. [Repealed, § 113 ch 44 SLA 2009.]
AS 45.08.101Short title
AS 45.08.102Definitions
AS 45.08.103Rules for determining whether certain obligations and interests are securities or financial assets
AS 45.08.104Acquisition of security or financial asset or interest in security or financial asset
AS 45.08.105Notice of adverse claim
AS 45.08.106Control
AS 45.08.107Whether endorsement, instruction, or entitlement order is effective
AS 45.08.108Warranties in direct holding
AS 45.08.109Warranties in indirect holding
AS 45.08.110Applicability; choice of law
AS 45.08.111Clearing corporation rules
AS 45.08.112Creditor's legal process
AS 45.08.113Statute of frauds inapplicable
AS 45.08.114Evidentiary rules concerning certificated securities
AS 45.08.115Securities intermediary and others not liable to adverse claimant
AS 45.08.116Securities intermediary as purchaser for value
AS 45.08.201“Issuer”
AS 45.08.202Issuer's responsibility and defenses; notice of defect or defense
AS 45.08.203Staleness as notice of defects or defenses
AS 45.08.204Effect of issuer's restriction on transfer
AS 45.08.205Effect of unauthorized signature on security certificate
AS 45.08.206Completion or alteration of certificated security
AS 45.08.207Rights and duties of issuer with respect to registered owners
AS 45.08.208Effect of signature of authenticating trustee, registrar, or transfer agent
AS 45.08.209Issuer's lien
AS 45.08.210Overissue
AS 45.08.301Delivery
AS 45.08.302Rights of purchaser
AS 45.08.303Protected purchaser
AS 45.08.304Endorsement
AS 45.08.305Instruction
AS 45.08.306Effect of guaranteeing signature, endorsement, or instruction
AS 45.08.307Purchaser's right to requisites for registration of transfer
AS 45.08.401Duty of issuer to register transfer
AS 45.08.402Assurance that endorsements and instructions are effective
AS 45.08.403Demand that issuer not register transfer
AS 45.08.404Wrongful registration
AS 45.08.405Lost, destroyed, and stolen certificated securities
AS 45.08.406Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate
AS 45.08.407Authenticating trustee, transfer agent, and registrar
AS 45.08.408Statements of uncertificated securities. [Repealed, § 68 ch 17 SLA 1996.]
AS 45.08.501Acquisition of security entitlement from securities intermediary; securities account
AS 45.08.502Assertion of adverse claim against entitlement holder
AS 45.08.503Property interest of entitlement holder in financial asset held by securities intermediary
AS 45.08.504Duty of securities intermediary to maintain financial asset
AS 45.08.505Duty of securities intermediary with respect to payments and distributions
AS 45.08.506Duty of securities intermediary to exercise rights as directed by entitlement holder
AS 45.08.507Duty of securities intermediary to comply with entitlement order
AS 45.08.508Duty of securities intermediary to change entitlement holder's position to other form of security holding
AS 45.08.509Specification of duties of securities intermediary by other statute, regulation, or rule; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder
AS 45.08.510Rights of purchaser of security entitlement from entitlement holder
AS 45.08.511Priority among security interests and entitlement holders
AS 45.12.101Short title
AS 45.12.102Scope
AS 45.12.103Definitions and index of definitions
AS 45.12.104Leases subject to other law
AS 45.12.105Territorial application of article to goods covered by certificate of title
AS 45.12.106Limitation on power of parties to consumer lease to choose applicable law and judicial forum
AS 45.12.107Waiver or renunciation of claim or right after default or breach
AS 45.12.108Unconscionability
AS 45.12.109Option to accelerate at will
AS 45.12.201Statute of frauds
AS 45.12.202Final written expression: parol or extrinsic evidence
AS 45.12.203Seals inoperative
AS 45.12.204Formation in general
AS 45.12.205Firm offers
AS 45.12.206Offer and acceptance in formation of lease contract
AS 45.12.207Course of performance or practical construction. [Repealed, § 113 ch 44 SLA 2009.]
AS 45.12.208Modification, rescission, and waiver
AS 45.12.209Lessee under finance lease as beneficiary of supply contract
AS 45.12.210Express warranties
AS 45.12.211Warranties against interference and against infringement; lessee's obligation against infringement
AS 45.12.212Implied warranty of merchantability
AS 45.12.213Implied warranty of fitness for particular purpose
AS 45.12.214Exclusion or modification of warranties
AS 45.12.215Cumulation and conflict of warranties express or implied
AS 45.12.216Third-party beneficiaries of express and implied warranties
AS 45.12.217Identification
AS 45.12.218Insurance and proceeds
AS 45.12.219Risk of loss
AS 45.12.220Effect of default on risk of loss
AS 45.12.221Casualty to identified goods
AS 45.12.301Enforceability of lease contract
AS 45.12.302Title to and possession of goods
AS 45.12.303Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights
AS 45.12.304Subsequent lease of goods by lessor
AS 45.12.305Sale or sublease of goods by lessee
AS 45.12.306Priority of certain liens arising by operation of law
AS 45.12.307Priority of liens arising by attachment or levy on, security interests in, and other claims to goods
AS 45.12.308Special rights of creditors
AS 45.12.309Lessor's and lessee's rights when goods become fixtures
AS 45.12.310Lessor's and lessee's rights when goods become accessions
AS 45.12.311Priority subject to subordination
AS 45.12.401Insecurity: adequate assurance of performance
AS 45.12.402Anticipatory repudiation
AS 45.12.403Retraction of anticipatory repudiation
AS 45.12.404Substituted performance
AS 45.12.405Excused performance

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