Title 47 — Uniform Commercial Code

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must: 1. Put the goods in the possession of such a carrier and make such a contract for the…

A. Where the seller has identified goods to the contract by or before shipment: 1. His procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financing agency or of t…

A. A financing agency by paying or purchasing for value a draft which 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 any document of title securing it any rights of the shipper in the goods in…

A. Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. B. Where payment is due and demanded on the deli…

A. Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery. B. Where the bu…

A. Where the contract requires or authorizes the seller to ship the goods by carrier: 1. If it does not require him 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 is under…

A. Where 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. Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effecti…

A. Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. B. Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal t…

A. Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless: 1. The non-conformity appears without inspection; or 2. Despite tender of the required documents the circumstances would justify injunctio…

A. Unless otherwise agreed and subject to subsection C of this section, where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. …

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.

In furtherance of the adjustment of any claim or dispute: 1. Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the poss…

Subject to the provisions of this chapter on breach in installment contracts (section 47-2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 47-2718 and 47-2719), if the goods or the tender of delivery fail in any respect to conform…

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 sections 47-2603 and 47-2604 on rejected goods: 1. After rejection any exercise of ownership b…

A. Subject to any security interest in the buyer (subsection C of section 47-2711), when 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 his possession or control to follow any reasonable instruc…

Subject to the provisions of section 47-2603 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 him or resell them for the seller's account w…

A. The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach: 1. Where the seller could have cured it if stated season…

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 he will take or retain them in spite of their non-conformity; or 2. Fails to make an effective rejection (subsection …

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 non-conformity cannot be revoked because of it unless the acceptance was on the reasonable assumption t…

A. The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it: 1. On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or 2. Without discovery…

A. A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assuran…

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 2.…

A. Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final. B. Retraction may be by any me…

A. An "installment contract" is one which 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 any installment which is…

Where 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 (section 47-2324) then: 1. I…

A. Where 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, …

Except so far as a seller may have assumed a greater obligation and subject to section 47-2614 on substituted performance: 1. Delay in delivery or non-delivery in whole or in part by a seller who complies with paragraphs 2 and 3 of this section is not a breach of his duty under a…

A. Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 47-2615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole…

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter.

A. Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (section 47-2705). B. Where the seller discovers that the buyer has receiv…

Where 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 any goods directly affected and, if the breach is of the whole contract (section 47-2612)…

A. An aggrieved seller under section 47-2708 may: 1. Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control. 2. Treat as the subject of resale goods which have demonstrably been intended for t…

A. The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 47-2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fail…

A. Under the conditions stated in section 47-2703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the r…

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 his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. B. A pers…

A. Subject to subsection B of this section and to the provisions of this chapter with respect to proof of market price (section 47-2723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place for ten…

A. When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price: 1. Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss ha…

Incidental damages to an aggrieved seller include any 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 r…

A. Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 47-2612), the buyer may cancel and w…

A. After a breach within section 47-2711 the buyer may "cover" by making in good faith and without unreasonable delay any 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 di…

A. Subject to the provisions of this chapter with respect to proof of market price (section 47-2723), the measure of damages for non-delivery 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 …

A. Where the buyer has accepted goods and given notification (subsection C of section 47-2607) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable. …

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 cover …

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 may deem just. C. The buyer has a rig…

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

A. Damages for breach by either party may be liquidated in the agreement but only at an amount which 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 non-feasibility of otherwise obtaini…

A. Subject to the provisions of subsections B and C of this section and of section 47-2718 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 o…

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 any claim in damages for an antecedent breach.

Remedies for material misrepresentation or fraud include all remedies available under this chapter for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a clai…

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract: 1. A right of action against the third party is in either party to the contract for sale who has title to or a security interest or…