Louisiana Civil Code

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CHAPTER 13 - SALES OF MOVABLES

Art. 2601. An expression of acceptance of an offer to sell a movable thing suffices to form a contract of sale if there is agreement on the thing and the price, even though the acceptance contains terms additional to, or different from, the terms of the offer, unless acceptance is made conditional on the offeror's acceptance of the additional or different terms. Where the acceptance is not so conditioned, the additional or different terms are regarded as proposals for modification and must be accepted by the offeror in order to become a part of the contract.

Between merchants, however, additional terms become part of the contract unless they alter the offer materially, or the offer expressly limits the acceptance to the terms of the offer, or the offeree is notified of the offeror's objection to the additional terms within a reasonable time, in all of which cases the additional terms do not become a part of the contract. Additional terms alter the offer materially when their nature is such that it must be presumed that the offeror would not have contracted on those terms. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2602. A contract of sale of movables may be established by conduct of both parties that recognizes the existence of that contract even though the communications exchanged by them do not suffice to form a contract. In such a case the contract consists of those terms on which the communications of the parties agree, together with any applicable provisions of the suppletive law. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2603. The seller must deliver to the buyer things that conform to the contract.

Things do not conform to the contract when they are different from those selected by the buyer or are of a kind, quality, or quantity different from the one agreed. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2604. The buyer has a right to have a reasonable opportunity to inspect the things, even after delivery, for the purpose of ascertaining whether they conform to the contract. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2605. A buyer may reject nonconforming things within a reasonable time. The buyer must give reasonable notice to the seller to make the rejection effective. A buyer's failure to make an effective rejection within a reasonable time shall be regarded as an acceptance of the things. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2606. A buyer who, with knowledge, accepts nonconforming things may no longer reject those things on grounds of that nonconformity, unless the acceptance was made in the reasonable belief that the nonconformity would be cured. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2607. Out of a quantity of things delivered by the seller, the buyer may accept those things that conform to the contract and form a commercial unit and may reject those that do not conform. The buyer must pay at the contract rate for any things that are accepted. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2608. When the seller has no agent or business office at the place of delivery, a buyer who is a merchant and has rejected the things must follow any reasonable instructions received from the seller with respect to those things. If the seller gives no such instructions, and the things rejected are perishable or susceptible of rapid decline in value, the merchant buyer must make reasonable efforts to sell those things on the seller's behalf.

In all instances of rejection, a buyer who is a merchant must handle the rejected things as a prudent administrator. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2609. When the seller fails to render the performance required by a contract of sale of movable things, the buyer may purchase substitute things within a reasonable time and in good faith. In such a case the buyer is entitled to recover the difference between the contract price and the price of the substitute things. The buyer may recover other damages also, less the expenses saved as a result of the failure of the seller to perform. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2610. Upon rejection of nonconforming things by the buyer, the seller may cure the nonconformity when the time for performance has not yet expired or when the seller had a reasonable belief that the nonconforming things would be acceptable to the buyer. In such a case the seller must give reasonable notice of his intention to cure to the buyer. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2611. When the buyer fails to perform a contract of sale of movable things, the seller, within a reasonable time and in good faith, may resell those things that are still in his possession. In such a case the seller is entitled to recover the difference between the contract price and the resale price. The seller may recover also other damages, less the expenses saved as a result of the buyer's failure to perform.

Unless the things are perishable or subject to rapid decline in value, the seller must give the buyer reasonable notice of the public sale at which the things will be resold, or of his intention to resell the things at a private sale. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2612. When the buyer neglects to take delivery of movable things that are the contractual object the seller may request court authority to put the things out of his possession and at the buyer's risk. The seller must give the buyer notice of the time at which the things will leave possession of the seller. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2613. When, according to the terms of the contract, the seller sends the things to the buyer through a common carrier, the form of the bill of lading determines ownership of the things while in transit.

When the bill of lading makes the things deliverable to the buyer, or to his order, ownership of the things is thereby transferred to the buyer.

When the bill of lading makes the things deliverable to the seller, or to his agent, ownership of the things thereby remains with the seller.

When the seller or his agent remains in possession of a bill of lading that makes the things deliverable to the buyer, or to the buyer's order, the seller thereby reserves the right to retain the things against a claim of the buyer who has not performed his obligations. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2614. The seller may stop delivery of the things in the possession of a carrier or other depositary when he learns that the buyer will not perform the obligations arising from the contract of sale or is insolvent. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2615. In an action for judicial dissolution of a sale of movable things the court must grant dissolution, upon proof of the defendant's failure to perform, without allowing that party any additional time to render performance. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2616. When the contract requires the seller to ship the things through a carrier, but does not require him to deliver the things at any particular destination, the risk of loss is transferred to the buyer upon delivery of the things to the carrier, regardless of the form of the bill of lading.

When the contract of sale requires the seller to deliver the things at a particular destination, the risk of loss is transferred to the buyer when the things, while in possession of the carrier, are duly tendered to the buyer at the place of destination.

When the parties incorporate well established commercial symbols into their contract, the risk of loss is transferred in accordance with the customary understanding of such symbols. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Art. 2617. In all cases where the parties have agreed that the seller will obtain a document showing that the things have been delivered to a carrier or a depositary the buyer must make payment against tender of that document and others as required. The seller may not tender, nor may the buyer demand, delivery of the things in lieu of the documents. [Acts 1993, No. 841, §1, eff. Jan. 1, 1995]

Arts. 2618-2619. [Reserved]

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