U.C.C. Not Generally Applicable Clause Samples
The "U.C.C. Not Generally Applicable" clause establishes that the Uniform Commercial Code (U.C.C.) does not govern the agreement except where explicitly stated. In practice, this means that the parties intend for their contract to be interpreted and enforced according to its own terms or other specified laws, rather than default U.C.C. provisions that might otherwise apply to commercial transactions. This clause is particularly useful in contracts involving goods or services where the parties want to avoid unintended application of U.C.C. rules, thereby ensuring that their negotiated terms take precedence and reducing the risk of legal uncertainty.
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U.C.C. Not Generally Applicable. Contractor further acknowledges and agrees that Owner, as set forth in subsection (3) above, has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A §11-1-101 through §11-2-725) governing sales of goods do not apply to this Contract. Contractor specifically acknowledges the contractual requirements that written changes, modifications, and waivers to this contract must be specifically executed by the Owner as set forth in the Contract Documents. Accordingly, Contractor specifically waives and covenants not to make against Owner any claims based upon the Uniform Commercial Code. Contractor understands, however, that Contractor’s subcontracts with Suppliers and Subcontractors may in fact include sales of goods and therefore be properly governed by the Uniform Commercial Code; nonetheless Contractor covenants that any such application shall in no way be construed to have any legal effect upon this contract between Owner and Contractor.
U.C.C. Not Generally Applicable. Design-Builder further acknowledges and agrees that Owner has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A § 11-1-101 through § 11-2-725) governing sales of goods do not apply to this Contract. Design-Builder specifically waives and covenants not to make against Owner any claims (including Claims) based upon the Uniform Commercial Code.
U.C.C. Not Generally Applicable. Design-Builder further acknowledges and agrees that Owner, as set forth in subsection (3) above, has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A §11-1-101 through §11-2-725) governing sales of goods do not apply to this Contract. Design-Builder specifically acknowledges the contractual requirements that written changes, modifications, and waivers to this contract must be specifically executed by the Owner as set forth in the Contract Documents. Accordingly, Design-Builder specifically waives and covenants not to make against Owner any claims based upon the Uniform Commercial Code. Design-Builder understands, however, that Design-Builder’s subcontracts with Suppliers and Subcontractors may in fact include sales of goods and therefore be properly governed by the Uniform Commercial Code; nonetheless Design-Builder covenants that any such application shall in no way be construed to have any legal effect upon this contract between Owner and Design-Builder.
U.C.C. Not Generally Applicable. CMR further acknowledges and agrees that Board, as set forth in subsection (3) above, has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A §11-1-101 through §11-2-725) governing sales of goods do not apply to this Contract. CMR specifically acknowledges the contractual requirements that written changes, modifications, and waivers to this contract must be specifically executed by the Board as set forth in the Contract Documents. Accordingly, CMR specifically waives and covenants not to make against Board any claims based upon the Uniform Commercial Code. CMR understands, however, that CMR’s subcontracts with Suppliers and Subcontractors may in fact include sales of goods and therefore be properly governed by the Uniform Commercial Code; nonetheless CMR covenants that any such application shall in no way be construed to have any legal effect upon this contract between Board and CMR.
U.C.C. Not Generally Applicable. CM/GC further acknowledges and agrees that Owner has granted only a limited waiver of sovereign immunity, such that the provisions of the Uniform Commercial Code (O.C.G.A §§ 11-1-101 through 11-2-725) governing sales of goods do not apply to this Contract. CM/GC specifically waives and covenants not to make against Owner any claims (including Claims) based upon the Uniform Commercial Code.