The Sales Law Text on Limitation Periods
The Uniform Commercial Code has a section on the period for an action for breach of a contract for sale. It states a period and the event from which the period is counted. A separate section addresses notice of breach after a tender has been accepted. This guide quotes words from both and does not restate the period.
This guide explains the text of two Uniform Commercial Code sections. It is not legal advice. The text quoted is the uniform text: this guide does not say whether or how any state applies it, and it states no state-specific period. It does not say that either section applies to any deduction, contract or other item.
What does UCC 2-725 say about a period?
UCC 2-725(1) states a period for an action for breach of any contract for sale, and it states the event from which the period is counted.
The section is titled "Statute of Limitations in Contracts for Sale". Subsection (1) begins "An action for breach of any contract for sale must be commenced within", and the period follows in the text. It is counted "after the cause of action has accrued".
This guide does not restate the period. The period is stated in the text of subsection (1); the source is listed at the end of this page.
The section has two further subsections, (3) and (4). Subsection (3) refers to another action for the same breach. Subsection (4) refers to tolling and to causes of action that accrued before the text took effect. This guide does not restate them.
What does UCC 2-725 say about when a cause of action accrues?
UCC 2-725(2) says: "A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach."
The subsection continues: "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."
This guide does not say when any breach occurred or whether any cause of action has accrued. It uses the text's own words and does not say who is the aggrieved party in any deal.
What does UCC 2-725 say about the parties' agreement?
UCC 2-725(1) has a sentence that begins "By the original agreement the parties may reduce the period of limitation".
The sentence continues with words that restrict what that agreement may do. This guide does not restate them. It does not say whether any agreement between any parties does this.
What does UCC 2-607 say about notice of breach?
UCC 2-607(3)(a) is a separate provision. Where a tender has been accepted, it says the buyer "must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy".
This guide uses the text's own words, buyer and seller, and does not say who holds either role in any deal. UCC 2-607(3)(a) is not part of UCC 2-725, and this guide does not say how that provision relates to the period in UCC 2-725. Section 2-607 has other subsections that this guide does not read.
Questions
What is UCC 2-725 about?
- Its title is "Statute of Limitations in Contracts for Sale". Subsection (1) states a period and the event from which it is counted. Subsection (2) is about when a cause of action accrues.
Does this guide say how any state applies the text?
- No. This guide does not say whether or how any state applies the uniform text, and it states no state-specific period.
Is this guide legal advice?
- No. This guide explains cited text. It makes no statement about any particular deduction, contract or company.
Talk to the ROIAI One team.
Sources: UCC 2-725 and UCC 2-607, Cornell Law School Legal Information Institute (https://www.law.cornell.edu/ucc/2/2-725 and https://www.law.cornell.edu/ucc/2/2-607). The sections are shown without the Official Comments. This guide reflects the text as published there when it was written.