美国统一商法典美国统一商法典 Uniform Commercial Code U.C.C. - ARTICLE 1 - GENERAL PROVISIONS PART 1. GENERAL PROVISIONS Table of Contents 1-101. Short Titles. （a） This Act may be cited as the Uniform Commercial Code. （b） This article may be cited as Uniform Commercial Code-General Provisions. 1-102. Scope of Article. This article applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code. 1-103. Construction of Uniform Commercial Code to Promote its Purposes and Policies: Applicability of Supplemental Principles of Law. （a） The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are: （1） to simplify, clarify, and modernize the law governing commercial transactions; （2） to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and （3） to make uniform the law among the various jurisdictions. （b） Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions. 1-104. Construction Against Implied Repeal. The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. 1-105. Severability. If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable. 1-106. Use of Singular and Plural; Gender. In the Uniform Commercial Code, unless the statutory context otherwise requires: （1） words in the singular number include the plural, and those in the plural include the singular; and （2） words of any gender also refer to any other gender. 1-107. Section Captions. Section captions are part of the Uniform Commercial Code. 1-108. Relation to Electronic Signatures in Global and National Commerce Act. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except that nothing in this article modifies, limits, or supersedes Section 7001（c） of that Act or authorizes electronic delivery of any of the notices described in Section 7003（b） of that Act. PART 2. GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION Table of Contents 1-201. General Definitions. （a） Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof, have the meanings stated. （b） Subject to definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof: （1） Action, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. （2） Aggrieved party means a party entitled to pursue a remedy. （3） Agreement, as distinguished from contract, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303. （4） Bank means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. （5） Bearer means a person in possession of a negotiable instrument, document of title, or certificated security that is payable to bearer or indorsed in blank. （6） Bill of lading means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods. （7） Branch includes a separately incorporated foreign branch of a bank. （8） Burden of establishing a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence. （9） Buyer in ordinary course of business means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the sellers ow