{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/8.2-305.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/8.2-305.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/8.2-305.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/8.2-305.html"}],"law_id":377925,"edition_id":2,"section_id":377925,"structure_id":53716,"section_number":"8.2-305","catch_line":"Open price term","history":"1964, c. 219.","full_text":"1\n\nThe parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if\n\na\n\nnothing is said as to price; or\n\nb\n\nthe price is left to be agreed by the parties and they fail to agree; or\n\nc\n\nthe price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.\n\n2\n\nA price to be fixed by the seller or by the buyer means a price for him to fix in good faith.\n\n3\n\nWhen a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.\n\n4\n\nWhere, however, 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 so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.\n\n","order_by":null,"text":{"0":{"id":1409639,"text":"The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"1a"},"1":{"id":1409640,"text":"nothing is said as to price; or","type":"section","prefixes":["1","a"],"prefix":"a","entire_prefix":"1a","prefix_anchor":"1a","level":2,"prior_prefix":"1","next_prefix":"1b"},"2":{"id":1409641,"text":"the price is left to be agreed by the parties and they fail to agree; or","type":"section","prefixes":["1","b"],"prefix":"b","entire_prefix":"1b","prefix_anchor":"1b","level":2,"prior_prefix":"1a","next_prefix":"1c"},"3":{"id":1409642,"text":"the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.","type":"section","prefixes":["1","c"],"prefix":"c","entire_prefix":"1c","prefix_anchor":"1c","level":2,"prior_prefix":"1b","next_prefix":"2"},"4":{"id":1409643,"text":"A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1c","next_prefix":"3"},"5":{"id":1409644,"text":"When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"6":{"id":1409645,"text":"Where, however, 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 so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3"}},"ancestry":[{"id":53716,"edition_id":2,"name":"General Obligation and Construction of Contract","identifier":"3","label":"part","depth":2,"order_by":3,"parent_id":53713,"metadata":{"child_laws":29,"child_structures":0},"date_created":"2026-08-02 03:20:58","date_modified":"2026-08-02 12:28:29","permalink":{"id":1509007,"object_type":"structure","relational_id":53716,"identifier":"3","token":"8.2\/3","url":"\/8.2\/3\/","edition_id":2,"permalink":0,"preferred":1}},{"id":53713,"edition_id":2,"name":"Commercial Code - Sales","identifier":"8.2","label":"title","depth":1,"order_by":15,"parent_id":null,"metadata":{"child_laws":105,"child_structures":7},"date_created":"2026-08-02 03:20:55","date_modified":"2026-08-02 12:28:29","permalink":{"id":1508933,"object_type":"structure","relational_id":53713,"identifier":"8.2","token":"8.2","url":"\/8.2\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":377921,"structure_id":53716,"section_number":"8.2-301","catch_line":"General obligations of parties","url":"\/8.2-301\/","token":"8.2\/3\/8.2-301","metadata":false},{"id":377922,"structure_id":53716,"section_number":"8.2-302","catch_line":"Unconscionable contract or clause","url":"\/8.2-302\/","token":"8.2\/3\/8.2-302","metadata":false},{"id":377923,"structure_id":53716,"section_number":"8.2-303","catch_line":"Allocation or division of risks","url":"\/8.2-303\/","token":"8.2\/3\/8.2-303","metadata":false},{"id":377924,"structure_id":53716,"section_number":"8.2-304","catch_line":"Price payable in money, goods, realty, or otherwise","url":"\/8.2-304\/","token":"8.2\/3\/8.2-304","metadata":false},{"id":377925,"structure_id":53716,"section_number":"8.2-305","catch_line":"Open price term","url":"\/8.2-305\/","token":"8.2\/3\/8.2-305","metadata":false},{"id":377926,"structure_id":53716,"section_number":"8.2-306","catch_line":"Output, requirements and exclusive dealings","url":"\/8.2-306\/","token":"8.2\/3\/8.2-306","metadata":false},{"id":377927,"structure_id":53716,"section_number":"8.2-307","catch_line":"Delivery in single lot or several lots","url":"\/8.2-307\/","token":"8.2\/3\/8.2-307","metadata":false},{"id":377928,"structure_id":53716,"section_number":"8.2-308","catch_line":"Absence of specified place for delivery","url":"\/8.2-308\/","token":"8.2\/3\/8.2-308","metadata":false},{"id":377929,"structure_id":53716,"section_number":"8.2-309","catch_line":"Absence of specific time provisions; notice of termination","url":"\/8.2-309\/","token":"8.2\/3\/8.2-309","metadata":false},{"id":377930,"structure_id":53716,"section_number":"8.2-310","catch_line":"Open time for payment or running of credit; authority to ship under reservation","url":"\/8.2-310\/","token":"8.2\/3\/8.2-310","metadata":false},{"id":377931,"structure_id":53716,"section_number":"8.2-311","catch_line":"Options and cooperation respecting performance","url":"\/8.2-311\/","token":"8.2\/3\/8.2-311","metadata":false},{"id":377932,"structure_id":53716,"section_number":"8.2-312","catch_line":"Warranty of title and against infringement; buyer's obligation against infringement","url":"\/8.2-312\/","token":"8.2\/3\/8.2-312","metadata":false},{"id":377933,"structure_id":53716,"section_number":"8.2-313","catch_line":"Express warranties by affirmation, promise, description, sample","url":"\/8.2-313\/","token":"8.2\/3\/8.2-313","metadata":false},{"id":377934,"structure_id":53716,"section_number":"8.2-314","catch_line":"Implied warranty: Merchantability; usage of trade","url":"\/8.2-314\/","token":"8.2\/3\/8.2-314","metadata":false},{"id":377935,"structure_id":53716,"section_number":"8.2-315","catch_line":"Implied warranty: Fitness for particular purpose","url":"\/8.2-315\/","token":"8.2\/3\/8.2-315","metadata":false},{"id":377936,"structure_id":53716,"section_number":"8.2-316","catch_line":"Exclusion or modification of warranties","url":"\/8.2-316\/","token":"8.2\/3\/8.2-316","metadata":false},{"id":377938,"structure_id":53716,"section_number":"8.2-317","catch_line":"Cumulation and conflict of warranties express or implied","url":"\/8.2-317\/","token":"8.2\/3\/8.2-317","metadata":false},{"id":377937,"structure_id":53716,"section_number":"8.2-317.1","catch_line":"Use of warranty registration cards","url":"\/8.2-317.1\/","token":"8.2\/3\/8.2-317.1","metadata":false},{"id":377939,"structure_id":53716,"section_number":"8.2-318","catch_line":"When lack of privity no defense in action against manufacturer or seller of goods","url":"\/8.2-318\/","token":"8.2\/3\/8.2-318","metadata":false},{"id":377940,"structure_id":53716,"section_number":"8.2-319","catch_line":"F.O.B. and F.A.S. terms","url":"\/8.2-319\/","token":"8.2\/3\/8.2-319","metadata":false},{"id":377941,"structure_id":53716,"section_number":"8.2-320","catch_line":"C.I.F. and C. & F. terms","url":"\/8.2-320\/","token":"8.2\/3\/8.2-320","metadata":false},{"id":377942,"structure_id":53716,"section_number":"8.2-321","catch_line":"C.I.F. or C. & F.: \"Net landed weights\"; \"payment on arrival\"; warranty of condition on arrival","url":"\/8.2-321\/","token":"8.2\/3\/8.2-321","metadata":false},{"id":377943,"structure_id":53716,"section_number":"8.2-322","catch_line":"Delivery \"ex-ship.\"","url":"\/8.2-322\/","token":"8.2\/3\/8.2-322","metadata":false},{"id":377944,"structure_id":53716,"section_number":"8.2-323","catch_line":"Form of bill of lading required in overseas shipment; \"Overseas.\"","url":"\/8.2-323\/","token":"8.2\/3\/8.2-323","metadata":false},{"id":377945,"structure_id":53716,"section_number":"8.2-324","catch_line":"\"No arrival, no sale\" term","url":"\/8.2-324\/","token":"8.2\/3\/8.2-324","metadata":false},{"id":377946,"structure_id":53716,"section_number":"8.2-325","catch_line":"\"Letter of credit\" term; \"confirmed credit.\"","url":"\/8.2-325\/","token":"8.2\/3\/8.2-325","metadata":false},{"id":377947,"structure_id":53716,"section_number":"8.2-326","catch_line":"Sale on approval and sale or return; rights of creditors","url":"\/8.2-326\/","token":"8.2\/3\/8.2-326","metadata":false},{"id":377948,"structure_id":53716,"section_number":"8.2-327","catch_line":"Special incidents of sale on approval and sale or return","url":"\/8.2-327\/","token":"8.2\/3\/8.2-327","metadata":false},{"id":377949,"structure_id":53716,"section_number":"8.2-328","catch_line":"Sale by auction","url":"\/8.2-328\/","token":"8.2\/3\/8.2-328","metadata":false}],"previous_section":{"id":377924,"structure_id":53716,"section_number":"8.2-304","catch_line":"Price payable in money, goods, realty, or otherwise","url":"\/8.2-304\/","token":"8.2\/3\/8.2-304","metadata":false},"next_section":{"id":377926,"structure_id":53716,"section_number":"8.2-306","catch_line":"Output, requirements and exclusive dealings","url":"\/8.2-306\/","token":"8.2\/3\/8.2-306","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-305\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":1509025,"object_type":"law","relational_id":377925,"identifier":"8.2-305","token":"8.2\/3\/8.2-305","url":"\/8.2-305\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/8.2-305\/","token":"8.2\/3\/8.2-305","dublin_core":{"Title":"Open price term","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-305","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> The parties if they so intend can conclude a contract<\/span> for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> nothing is said as to price; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> the price is left to be agreed by the parties and they fail to agree; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A price to be fixed by the seller or by the buyer means a price for him to fix in good faith. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party<\/span> the other may at his option treat the contract<\/span> as cancelled or himself fix a reasonable price. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Where, however, 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<\/span>. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOPEN PRICE TERM (\u00a7 8.2-305)\n\n1. The parties if they so intend can conclude a contract for sale even though\nthe price is not settled. In such a case the price is a reasonable price at the\ntime for delivery if\n\n a. nothing is said as to price; or\n\n b. the price is left to be agreed by the parties and they fail to agree; or\n\n c. the price is to be fixed in terms of some agreed market or other standard\n as set or recorded by a third person or agency and it is not so set or\n recorded.\n\n2. A price to be fixed by the seller or by the buyer means a price for him to\nfix in good faith.\n\n3. When a price left to be fixed otherwise than by agreement of the parties\nfails to be fixed through fault of one party the other may at his option treat\nthe contract as cancelled or himself fix a reasonable price.\n\n4. Where, however, the parties intend not to be bound unless the price be fixed\nor agreed and it is not fixed or agreed there is no contract. In such a case the\nbuyer must return any goods already received or if unable so to do must pay\ntheir reasonable value at the time of delivery and the seller must return any\nportion of the price paid on account.\n\nHISTORY: 1964, c. 219.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}