# Cal. Comm. Code §§ 2101-2725 — UCC Article 2 (Sales) as Enacted in California

- Citation: Cal. Comm. Code, §§ 2101-2725
- Code: Commercial Code, Division 2
- Subject: Sale of goods — California's enactment of UCC Article 2
- Source: https://leginfo.legislature.ca.gov/faces/codes_displayexpandedbranch.xhtml?tocCode=COM
- Last verified: 2026-05-13

> Authored from canonical California statutory sources; verify
> against leginfo.legislature.ca.gov before relying.

## Overview

California has enacted UCC Article 2 as Division 2 of the
Commercial Code. The California enactment is generally
faithful to the Model UCC Article 2 but with some California-
specific variations. The most-cited Article 2 provision for
consumer-debt litigation is **§ 2725** — the 4-year statute of
limitations on contracts for the sale of goods.

For verbatim Model UCC Article 2 text, see [`../ucc-model/Article-2.md`](../ucc-model/Article-2.md).
For the California-specific text, refer to leginfo.legislature.ca.gov.

## Scope

### § 2102 — Scope

Unless the context otherwise requires, this division applies to
transactions in goods; it does not apply to any transaction
which although in the form of an unconditional contract to sell
or present sale is intended to operate only as a security
transaction, nor does this division impair or repeal any
statute regulating sales to consumers, farmers, or other
specified classes of buyers.

### § 2105 — Definitions

**(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, and
things in action.

**(6)** "Receipt" of goods means taking physical possession of
them.

### Article 2 generally applies to consumer-debt-relevant
transactions in goods (credit-card purchases of merchandise,
retail installment sales of consumer goods, etc.). It does NOT
apply to pure financing transactions (those fall under Article
9), services contracts (governed by general contract law and
the CLRA), or real-property transactions.

## Formation of contract

### § 2201 — 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 some
writing sufficient to indicate that a contract for sale has
been made between the parties and signed by the party against
whom enforcement is sought.

### § 2204 — 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.

### § 2207 — Battle of the forms

Famously complex provision governing the situation where the
acceptance includes additional or different terms than the
offer.

## Warranties

### § 2313 — Express warranties

(1) Express warranties by the seller are created as follows:

(a) 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.

(b) Any description of the goods which is made part of the
basis of the bargain creates an express warranty that the
goods shall conform to the description.

(c) Any sample or model which is made part of the basis of the
bargain creates an express warranty that the whole of the
goods shall conform to the sample or model.

### § 2314 — Implied warranty: Merchantability

(1) Unless excluded or modified (Section 2316), 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.

### § 2315 — 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 the next section an implied warranty that the
goods shall be fit for such purpose.

### § 2316 — Exclusion or modification of warranties

Warranties may be limited but disclaimers must conform to
specific format requirements (conspicuous, "as is" language,
etc.).

### Cal. Civ. Code § 1791 et seq. — Song-Beverly Consumer Warranty Act

For **consumer goods** (defined in Cal. Civ. Code § 1791(a)),
California's Song-Beverly Consumer Warranty Act provides
additional consumer warranty protections that override certain
UCC provisions. The lemon-law mechanic for vehicles is part of
Song-Beverly.

## § 2725 — STATUTE OF LIMITATIONS ON CONTRACTS FOR SALE

**(1)** 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.

**(2)** A cause of action accrues when the breach occurs,
regardless of the aggrieved party's lack of knowledge of the
breach. A breach of warranty occurs when tender of delivery is
made, except that where a warranty explicitly extends to future
performance of the goods and discovery of the breach must
await the time of such performance the cause of action accrues
when the breach is or should have been discovered.

**(3)** Where an action commenced within the time limited by
subdivision (1) is so terminated as to leave available a
remedy by another action for the same breach such other action
may be commenced after the expiration of the time limited and
within six months after the termination of the first action
unless the termination resulted from voluntary discontinuance
or from dismissal for failure or neglect to prosecute.

### Practical implications for consumer-debt cases

For contracts for the sale of GOODS (e.g., credit-card
purchases of merchandise, retail installment sales of consumer
goods), the SOL is **4 years from breach** under § 2725 — the
SAME duration as the general CCP § 337 4-year SOL on written
contracts.

The key distinction is the accrual date:
- **§ 2725 (goods)**: accrues when the breach occurs (tender of
  delivery for warranty breaches)
- **CCP § 337 (general written contract)**: accrues on the date
  of breach (typically the missed payment or last activity)

For consumer credit-card debt, courts typically treat the
underlying transaction as a general contract under CCP § 337
rather than a "contract for sale of goods" under § 2725. But
in cases where the underlying transaction was a retail
installment sale of specific goods, § 2725 may apply.

## Performance

### § 2503 — Tender of delivery

Delivery and acceptance procedures.

### § 2601 — Buyer's rights upon nonconforming tender

Rejection / acceptance / revocation of acceptance.

### § 2607 — Notice of breach

The buyer must notify the seller of any breach within a
reasonable time after discovery; failure to do so bars any
remedy.

## Remedies

### § 2703 — Seller's remedies in general

Seller may withhold delivery, stop delivery, resell, recover
damages, etc.

### § 2711 — Buyer's remedies in general

Buyer may cover (purchase substitute goods), recover damages,
revoke acceptance, recover the price, obtain specific
performance, etc.

### § 2715 — Buyer's incidental and consequential damages

(1) 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.

(2) Consequential damages resulting from the seller's breach
include:

(a) Any loss resulting from general or particular requirements
and needs of which the seller at the time of contracting had
reason to know and which could not reasonably be prevented by
cover or otherwise; and

(b) Injury to person or property proximately resulting from
any breach of warranty.

### § 2719 — Contractual modification or limitation of remedy

Remedies may be limited but consequential damages may not be
excluded for personal injury in cases of consumer goods.

## Cross-references

- `../ucc-model/Article-2.md` — Model UCC Article 2 verbatim
  text
- `CCP-SOL.md` — § 337 general contract SOL (compare to § 2725)
- `CommCode-Art-3-Negotiable.md` — Article 3 (negotiable
  instruments)
- `CommCode-Art-9-Secured.md` — Article 9 (secured transactions)
- `../../../ca-consumer-debt/references/ca-statutes-of-limitations.md`
  — SOL analysis for consumer-debt practice