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Session Laws, 1963
Volume 671, Page 797   View pdf image (33K)
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J. MILLARD TAWES, Governor                        799

2202. Final Written Expression: Parole or Extrinsic Evidence.

Terms with respect to which the confirmatory memoranda of the
parties agree or which are otherwise set forth in a writing 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 agree-
ment but may be explained or supplemented

(a)   by course of dealing or usage of trade (Section 1205) or by
course of performance (Section 2
208); and

(b)  by evidence of consistent additional terms unless the court
finds the writing to have been intended also as a complete and exclu-
sive statement of the terms of the agreement.

2203. Seals Inoperative.

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

2204. Formation in General.

(1)  A contract for sale of goods may be made in any manner suffi-
cient 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 or more terms are left open a contract for
sale does not fail for indefiniteness if the parties have intended to
make a contract and there is a reasonably certain basis for giving
an appropriate remedy.

2205. Firm Offers.

An offer by a merchant to buy or sell goods in a signed writing
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 three months; but any such term, of assurance
on a form supplied by the offeree must be separately signed by the
offeror.

2206. 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 ac-
ceptance in any manner and by any medium reasonable in the cir-
cumstances;

(b)  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 by the prompt or current shipment of conforming
or non-conforming goods, but such a shipment of non-conforming
goods does not constitute an acceptance if the seller seasonably noti-


 

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Session Laws, 1963
Volume 671, Page 797   View pdf image (33K)
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