Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.02.502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
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(a) Subject to (b) and (c) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of AS 45.02.501 may, on making and keeping good a tender of an unpai…
AS 45.02.503 Manner of seller's tender of delivery.
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(a) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time, and place for tender are determined by the agreement and this …
AS 45.02.504 Shipment by seller.
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(a) If the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then, unless otherwise agreed, the seller must (1) put the goods in the possession of such a carrier and make such …
AS 45.02.505 Seller's shipment under reservation.
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(a) If the seller has identified goods to the contract by or before shipment, (1) the seller's procurement of a negotiable bill of lading to the seller's order or otherwise reserves in the seller a security interest in the goods; the seller's procurement of the bill to the order …
AS 45.02.506 Rights of financing agency.
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(a) A financing agency by paying or purchasing for value a draft that relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and a document of title securing it any rights of the shipper in the goods incl…
AS 45.02.507 Effect of seller's tender; delivery on condition.
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(a) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to the buyer's duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. (b) If payment is due and demanded on t…
AS 45.02.508 Cure by seller of improper tender or delivery; replacement.
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(a) If a tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the intent of the seller to cure and may then, within the contract time, make a conforming delivery. (b) If …
AS 45.02.509 Risk of loss in the absence of breach.
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(a) Where the contract requires or authorizes the seller to ship the goods by carrier, (1) if it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment…
AS 45.02.510 Effect of breach on risk of loss.
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(a) If a tender or delivery of goods so fails to conform to the contract as to give a right of rejection, the risk of their loss remains on the seller until cure or acceptance. (b) If the buyer rightfully revokes acceptance, the buyer may, to the extent of a deficiency in the buy…
AS 45.02.511 Tender of payment by buyer; payment by check.
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(a) Unless otherwise agreed, tender of payment is a condition to the seller's duty to tender and complete a delivery. (b) Tender of payment is sufficient when made by a means or in a manner current in the ordinary course of business unless the seller demands payment in legal tend…
AS 45.02.512 Payment by buyer before inspection.
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(a) If the contract requires payment before inspection, nonconformity of the goods does not excuse the buyer from so making payment unless (1) the nonconformity appears without inspection; or (2) despite tender of the required documents, the circumstances would justify injunction…
AS 45.02.513 Buyer's right to inspection of goods.
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(a) Unless otherwise agreed and subject to (c) of this section, if goods are tendered, delivered or identified to the contract for sale, the buyer may before payment or acceptance inspect them at a reasonable place and time and in a reasonable manner. If the seller is required or…
AS 45.02.514 When documents deliverable on acceptance; when on payment.
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Unless otherwise agreed, documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
AS 45.02.515 Preserving evidence of goods in dispute.
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Article 6. Breach, Repudiation, and Excuse. In furtherance of the adjustment of a claim or dispute, (1) either party, on reasonable notification to the other and to ascertain the facts and preserve evidence, may inspect, test, and sample the goods, including the goods in the poss…
AS 45.02.601 Buyer's rights on improper delivery.
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Subject to the provisions on breach in installment contracts (AS 45.02.612) and unless otherwise agreed under the sections on contractual limitations of remedy (AS 45.02.718 and 45.02.719), if the goods or the tender of delivery fail in any respect to conform to the contract, the…
AS 45.02.602 Manner and effect of rightful rejection.
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(a) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (b) Subject to the provisions of AS 45.02.603 and 45.02.604 on rejected goods, (1) after rejection, an exercise of ownership …
AS 45.02.603 Merchant buyer's duties as to rightfully rejected goods.
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(a) Subject to a security interest in the buyer (AS 45.02.711(c)), if the seller has no agent or place of business at the market of rejection, a merchant buyer is under a duty after rejection of goods in the buyer's possession or control to follow reasonable instructions received…
AS 45.02.604 Buyer's options as to salvage of rightfully rejected goods.
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Subject to the provisions of AS 45.02.603 on perishables, if the seller gives no instructions within a reasonable time after notification of rejection, the buyer may store the rejected goods for the seller's account or reship them to the seller or resell them for the seller's acc…
AS 45.02.605 Waiver of buyer's objections by failure to particularize.
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(a) The buyer's failure to state in connection with rejection a particular defect that is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach (1) if the seller could have cured it if stated sea…
AS 45.02.606 What constitutes acceptance of goods.
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(a) Acceptance of goods occurs when the buyer, (1) after a reasonable opportunity to inspect the goods, signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; (2) fails to make an effective rejection (AS 4…
AS 45.02.607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
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(a) The buyer must pay at the contract rate for any goods accepted. (b) Acceptance of goods by the buyer precludes rejection of the goods accepted and, if made with knowledge of a nonconformity, cannot be revoked because of it unless the acceptance was on the reasonable assumptio…
AS 45.02.608 Revocation of acceptance in whole or in part.
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(a) The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it (1) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (2) withou…
AS 45.02.609 Right to adequate assurance of performance.
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(a) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. If reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assuran…
AS 45.02.610 Anticipatory repudiation.
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When either party repudiates the contract with respect to a performance not yet due, the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (1) for a commercially reasonable time await performance by the repudiating party; or (…
AS 45.02.611 Retraction of anticipatory repudiation.
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(a) Until the repudiating party's next performance is due, that party can retract the repudiation unless the aggrieved party has, since the repudiation, cancelled or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the re…
AS 45.02.612 “Installment contract”; breach.
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(a) An “installment contract” is one that requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause, “each delivery is a separate contract,” or its equivalent. (b) The buyer may reject an installment that i…
AS 45.02.613 Casualty to identified goods.
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If the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (AS 45.02.324), then (1) if the…
AS 45.02.614 Substituted performance.
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(a) If without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, th…
AS 45.02.615 Excuse by failure of presupposed conditions.
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Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance, (1) delay in delivery or nondelivery in whole or in part by a seller who complies with (2) and (3) of this section is not a breach of the seller's duty…
AS 45.02.616 Procedure on notice claiming excuse.
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Article 7. Remedies. (a) If the buyer receives notification of a material or indefinite delay or an allocation justified under AS 45.02.615, the buyer may by written notification to the seller as to any delivery concerned and if the prospective deficiency substantially impairs th…
AS 45.02.701 Remedies for breach of collateral contracts not impaired.
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Remedies for breach of an obligation or promise collateral or ancillary to a contract for sale are not impaired by this chapter.
AS 45.02.702 Seller's remedies on discovery of buyer's insolvency.
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(a) If the seller discovers the buyer is insolvent, the seller may refuse delivery except for cash including payment for all goods previously delivered under the contract, and stop delivery under AS 45.02.705. (b) If the seller discovers that the buyer has received goods on credi…
AS 45.02.703 Seller's remedies in general.
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If the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to goods directly affected and, if the breach is of the whole contract (AS 45.02.612), then als…
AS 45.02.704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
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(a) An aggrieved seller under AS 45.02.703 may (1) identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in the seller's possession or control; (2) treat as the subject of resale goods that have demonstrably been…
AS 45.02.705 Seller's stoppage of delivery in transit or otherwise.
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(a) The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (AS 45.02.702) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates …
AS 45.02.706 Seller's resale including contract for resale.
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(a) Under the conditions stated in AS 45.02.703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance of the goods. If the resale is made in good faith and in a commercially reasonable manner, the seller may recover the difference between the …
AS 45.02.707 Person in the position of a seller.
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(a) A person in the position of a seller includes, as against a principal, an agent who has paid or become responsible for the price of goods on behalf of the principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. (b) A pe…
AS 45.02.708 Seller's damages for nonacceptance or repudiation.
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(a) Subject to (b) of this section and to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract …
AS 45.02.709 Action for the price.
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(a) If the buyer fails to pay the price as it becomes due, the seller may recover, together with any incidental damages under AS 45.02.710, the price (1) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has pa…
AS 45.02.710 Seller's incidental damages.
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Incidental damages to an aggrieved seller include commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care, and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise res…
AS 45.02.711 Buyer's remedies in general; buyer's security interest in rejected goods.
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(a) If the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then, with respect to goods involved and with respect to the whole if the breach goes to the whole contract (AS 45.02.612), the buyer may cancel and, whether …
AS 45.02.712 “Cover”; buyer's procurement of substitute goods.
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(a) After a breach within AS 45.02.711, the buyer may “cover” by making in good faith and without unreasonable delay a reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (b) The buyer may recover from the seller as damages the diff…
AS 45.02.713 Buyer's damages for nondelivery or repudiation.
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(a) Subject to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with…
AS 45.02.714 Buyer's damages for breach in regard to accepted goods.
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[Repealed or reserved.]
AS 45.02.715 Buyer's incidental and consequential damages.
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(a) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses, or commissions in connection with effecting cov…
AS 45.02.716 Buyer's right to specific performance or replevin.
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(a) Specific performance may be decreed where the goods are unique or in other proper circumstances. (b) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court considers just. (c) The buyer has a…
AS 45.02.717 Deduction of damages from the price.
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The buyer on notifying the seller of the intention to do so may deduct all or any part of the damages resulting from a breach of the contract from any part of the price still due under the same contract.
AS 45.02.718 Liquidation or limitation of damages; deposits.
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(a) Damages for breach by either party may be liquidated in the agreement but only at an amount that is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtainin…
AS 45.02.719 Contractual modification or limitation of remedy.
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(a) Subject to (b) and (c) of this section and AS 45.02.718 on liquidation and limitation of damages, (1) the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under th…
AS 45.02.720 Effect of cancellation or rescission on claims for antecedent breach.
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Unless the contrary intention clearly appears, expressions of cancellation or rescission of the contract or the like shall not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.