Ohio Revised Code Search

... the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. (B)(1) Except as otherwise provided in section 1309.406 of the Revised Code, unless otherwise agreed all r...

...The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

...f the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result. (B) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties ...

...k or a burden as between the parties "unless otherwise agreed" the agreement may not only shift the allocation but may also divide the risk or burden.

...(A) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer. (B) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to sections 1302.01 to 1302.98, inclusive, of the Revised Code, but not the transfer of ...

...r, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable to do so must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

...n the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.

...Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.

...Unless otherwise agreed: (A) the place for delivery of goods is the seller's place of business or if he has none his residence; but (B) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and (C) documents of title may be delivered through customary banking channels.

...it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party. (C) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.

...red or authorized to ship the goods on credit the credit period runs from the time of shipment but post-dating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.

...et by commercial reasonableness. (B) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in divisions (A)(3) and (C) of section 1302.32 of the Revised Code, specifications or arrangements relating to shipment are at the seller's option. (C) Where such specification would materially affect the other party's performance but is not seaso...

... he or a third person may have. (C) Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.

...(A) Express warranties by the seller are created as follows: (1) 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. (2) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods sha...

...(A) Unless excluded or modified as provided in section 1302.29 of the Revised Code, 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. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale. (B) Goods to be merchantable must be at least such as: (1) pas...

...t or furnish suitable goods, there is unless excluded or modified under section 1302.29 of the Revised Code an implied warranty that the goods shall be fit for such purpose.

...ng division (B) of this section: (1) unless the circumstances indicate otherwise all implied warnanties are excluded by expressions like "as is", "with all faults", or other language which in common understanding calls the buyer's attention to the exclusion of warranties and makes plain that there is no implied warranty; and (2) when the buyer before entering into the contract has examined the goods or the sample o...

...rtaining that intention the following rules apply: (A) Exact or technical specifications displace an inconsistent sample or model or general language of description. (B) A sample from an existing bulk displaces inconsistent general language of description. (C) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.

...A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.

...(A) Unless otherwise agreed the term F.O.B. (which means "free on board") at a named place, even though used only in connection with the stated price, is a delivery term under which: (1) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in section 1302.48 of the Revised Code and bear the expense and risk of putting them into the possession of the carri...

...reight to the named destination. (B) Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to: (1) put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destinat...

...urn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness. (B) An agreement described in division (A) of this section or any warranty of quality or condition of the goods on arr...

...(A) Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged. (B) Under such a term unless otherwise agreed: (1) the seller must discharge all liens arising out of the ...

...C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C.&F., received for shipment. (B) Where in a case within division (A) of this section, a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad, the b...

...l, no sale" or terms of like meaning, unless otherwise agreed: (A) the seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the nonarrival; and (B) where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive afte...