402.507 Effect of seller's tender; delivery on condition.
402.508 Cure by seller of improper tender or delivery; replacement.
402.509 Risk of loss in the absence of breach.
402.510 Effect of breach on risk of loss.
402.511 Tender of payment by buyer; payment by check.
402.512 Payment by buyer before inspection.
402.513 Buyer's right to inspection of goods.
402.514 When documents deliverable on acceptance; when on payment.
402.515 Preserving evidence of goods in dispute.
SUBCHAPTER VI
BREACH, REPUDIATION AND EXCUSE
402.601 Buyer's rights on improper delivery.
402.602 Manner and effect of rightful rejection.
402.603 Merchant buyer's duties as to rightfully rejected goods.
402.604 Buyer's options as to salvage of rightfully rejected goods.
402.605 Waiver of buyer's objections by failure to particularize.
402.606 What constitutes acceptance of goods.
402.607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
402.608 Revocation of acceptance in whole or in part.
402.609 Right to adequate assurance of performance.
402.610 Anticipatory repudiation.
402.611 Retraction of anticipatory repudiation.
402.612 “Installment contract"; breach.
402.613 Casualty to identified goods.
402.614 Substituted performance.
402.615 Excuse by failure of presupposed conditions.
402.616 Procedure on notice claiming excuse.
SUBCHAPTER VII
REMEDIES
402.701 Remedies for breach of collateral contracts not impaired.
402.702 Seller's remedies on discovery of buyer's insolvency.
402.703 Seller's remedies in general.
402.704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
402.705 Seller's stoppage of delivery in transit or otherwise.
402.706 Seller's resale including contract for resale.
402.707 “Person in the position of a seller".
402.708 Seller's damages for nonacceptance or repudiation.
402.709 Action for the price.
402.710 Seller's incidental damages.
402.711 Buyer's remedies in general; buyer's security interest in rejected goods.
402.712 “Cover"; buyer's procurement of substitute goods.
402.713 Buyer's damages for nondelivery or repudiation.
402.714 Buyer's damages for breach in regard to accepted goods.
402.715 Buyer's incidental and consequential damages.
402.716 Buyer's right to specific performance or replevin.
402.717 Deduction of damages from the price.
402.718 Liquidation or limitation of damages; deposits.
402.719 Contractual modification or limitation of remedy.
402.720 Effect of “cancellation" or “rescission" on claims for antecedent breach.
402.721 Remedies for fraud.
402.722 Who can sue 3rd parties for injury to goods.
402.723 Proof of market price: time and place.
402.724 Admissibility of market quotations.
402.725 Statute of limitations in contracts for sale.
Ch. 402 Cross-reference
Cross-reference: See definitions in s.
401.201.
SHORT TITLE, GENERAL CONSTRUCTION
AND SUBJECT MATTER
402.101
402.101
Short title. This chapter shall be known and may be cited as uniform commercial code — sales.
402.102
402.102
Scope; certain security and other transactions excluded from this chapter. Unless the context otherwise requires, this chapter 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 chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
402.102 Annotation
A consignment that involves a delivery of goods to a merchant who has been induced to accept them by an agreement from the consignor that permits their return in lieu of payment if they are not resold is a security consignment governed by ch. 409, as contrasted to a true consignment. Clark Oil & Refining Co. v. Liddicoat,
65 Wis. 2d 612,
223 N.W.2d 530 (1974).
402.102 Annotation
A mixed contract for goods and services is subject to this chapter if the predominant factor is a transaction of sale, with labor incidentally involved. Van Sistine v. Tollard,
95 Wis. 2d 678,
291 N.W.2d 636 (Ct. App. 1980).
402.102 Annotation
A contract for development of computer software is primarily a service contract and is not subject to the Uniform Commercial Code. Micro-Managers, Inc. v. Gregory,
147 Wis. 2d 500,
434 N.W.2d 97 (Ct. App. 1988).
402.102 Annotation
This chapter does not just apply to a sale as that term is defined in s. 402.106 (6), but to the more general aspect of commerce: “transactions in goods." The reach of Uniform Commercial Code (UCC) article 2, adopted as this chapter, goes considerably beyond the confines of the type of transaction that the UCC itself defines to be a sale, namely, the passing of title from a party called the seller to one denominated a buyer for a price. Estate of Kriefall v. Sizzler USA Franchise, Inc.,
2011 WI App 101,
335 Wis. 2d 151,
801 N.W.2d 781,
09-1212.
402.102 Annotation
Wisconsin applies the “predominant purpose" test to determine whether a mixed contract is subject to the Uniform Commercial Code. The predominant purpose test relies on both quantitative and subjective factors, including the language of the contract, the nature of the business of the supplier, the intrinsic worth of the materials, the circumstances of the parties, and the primary objective they hoped to achieve by entering into the contract. Ultimately, the court must consider both objective and subjective factors to determine whether, under the totality of the circumstances, the predominant purpose of the contract is for the sale of goods or services. Marquette University v. Kuali, Inc.,
584 F. Supp. 3d 720 (2022).
402.103
402.103
Definitions and index of definitions. 402.103(1)(1)
In this chapter unless the context otherwise requires:
402.103(1)(a)
(a) “Buyer" means a person who buys or contracts to buy goods.
402.103(1)(b)
(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.
402.103(1)(c)
(c) “Receipt" of goods means taking physical possession of them.
402.103(1)(d)
(d) “Seller" means a person who sells or contracts to sell goods.
402.103(2)
(2) Other definitions applying to this chapter or to specified sections thereof, and the sections in which they appear are:
