§ 2-103. Definitions and index of definitions.
A. In this Article unless the context otherwise requires:
1. “Buyer” means a person that buys or contracts to buy goods.
2. “Conspicuous,” with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. A term in an electronic record intended to evoke a response by an electronic agent is conspicuous if it is presented in a form that would enable a reasonably configured electronic agent to take it into account or react to it without review of the record by an individual. Whether a term is “conspicuous” or not is a decision for the court. Conspicuous terms include the following:
a. For a person:
i. A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and
ii. Language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language; and
b. For a person or an electronic agent, a term that is so placed in a record or display that the person or electronic agent may not proceed without taking action with respect to the particular term.
3. “Consumer” means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes.
4. “Consumer contract” means a contract between a merchant seller and a consumer.
5. “Delivery” means the voluntary transfer of physical possession or control of goods.
6. “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
7. “Electronic agent” means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.
8. “Electronic record” means a record created, generated, sent, communicated, received, or stored by electronic means.
9. “Foreign exchange transaction” means a transaction in which one party agrees to deliver a quantity of a specified money or unit of account in consideration of the other party’s agreement to deliver another quantity of a different money or unit of account either currently or at a future date, and in which delivery is to be through funds transfer, book entry accounting, or other form of payment order, or other agreed means to transfer a credit balance. The term includes a transaction of this type involving two or more moneys and spot, forward, option, or other products derived from underlying moneys and any combination of these transactions. The term does not include a transaction involving two or more moneys in which one or both of the parties is obligated to make physical delivery, at the time of contracting or in the future, of banknotes, coins, or other form of legal tender or specie.
10. [Reserved]
11. “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.
12. “Goods” means all things that are movable at the time of identification to a contract for sale. The term includes future goods, specially manufactured goods, the unborn young of animals, growing crops, and other identified things attached to realty as described in 27A ONC § 2-107. The term does not include information, the money in which the price is to be paid, investment securities under Article 8 [of the Uniform Commercial Code drafted by the National Conference of Commissioners on Uniform State Laws], the subject matter of foreign exchange transactions, or choses in action.
13. “Receipt of goods” means taking physical possession of goods.
14. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
15. “Remedial promise” means a promise by the seller to repair or replace goods or to refund all or part of the price of goods upon the happening of a specified event.
16. “Seller” means a person that sells or contracts to sell goods.
17. “Sign” means, with present intent to authenticate or adopt a record:
a. To execute or adopt a tangible symbol, or
b. To attach to or logically associate with the record an electronic sound, symbol, or process.
B. Other definitions applying to this Article, or to specified parts thereof, and the sections in which they appear are:
“Acceptance”: Section 2-606.
“Between merchants”: Section 2-104.
“Cancellation”: Section 2-106(D).
“Commercial unit”: Section 2-105.
“Conforming to contract”: Section 2-106.
“Contract for sale”: Section 2-106.
“Cover”: Section 2-712.
“Entrusting”: Section 2-403.
“Financing agency”: Section 2-104.
“Future goods”: Section 2-105.
“Identification”: Section 2-501.
“Installment contract”: Section 2-612.
“Person in position of seller”: Section 2-707.
“Present sale”: Section 2-106.
“Sale”: Section 2-106.
“Sale on approval”: Section 2-326.
“Sale or return”: Section 2-326.
“Termination”: Section 2-106.
C. [Reserved]
D. In addition, Article 1 of the Uniform Commercial Code drafted by the National Conference of Commissioners on Uniform State Laws contains general definitions and principles of construction and interpretation applicable throughout this Article. ONCA 13-23, eff. Sept. 24, 2013.