Title 11 — Commercial Code
0 chapters · 563 sections in this title.
O.C.G.A. § 11-2-515 Preserving evidence of goods in dispute
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In furtherance of the adjustment of any claim or dispute: (a) 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 pos…
O.C.G.A. § 11-2-601 Buyer’s rights on improper delivery
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Subject to the provisions of this article on breach in installment contracts (Code Section 11-2-612) and unless otherwise agreed under the Code sections on contractual limitations of remedy (Code Sections 11-2-718 and 11-2-719), if the goods or the tender of delivery fail in any …
O.C.G.A. § 11-2-602 Manner and effect of rightful rejection
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(1) Rejection of goods must be within a reasonable time after their 183 11-2-602 delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of Code Sections 11-2-603 and 11-2-604 on rejected goods: (a) After rejection any e…
O.C.G.A. § 11-2-603 MINES
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Contracts. Sales. Applicability of sales chapter of commercial code, §11-2-107. Sales. Contracts. Applicability of sales chapter of commercial code, §11-2-107. MIRROR IMAGE RULE. Contracts. Sale of goods, §11-2-207. MISREPRESENTATION. Commercial code. Sales. Remedies, §11-2-721. …
O.C.G.A. § 11-2-604 Buyer’s remedies
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Enumerated, §11-2-711. Effect, §11-2-602. Manner, §11-2-602. Merchant buyer’s duties as to rightfully rejected goods, §11-2-603. Waiver of buyer’s objections by failure to particularize, §11-2-605. Wrongful rejection.
O.C.G.A. § 11-2-605 Waiver of buyer’s objections by failure to particularize
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(1) 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: (a) Where the seller could have cured it if stated seas…
O.C.G.A. § 11-2-606 What constitutes acceptance of goods
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(1) Acceptance of goods occurs when the buyer: (a) 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 nonconformity; or (b) Fails to make an effective rejection (subsection…
O.C.G.A. § 11-2-607 PLEDGES
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Secured transactions. Generally, §§11-9-101 to 11-9-809. PRESENTMENTS. Bank deposits and collections. Documentary drafts. Duty to send for presentment, §11-4-501. On arrival drafts, §11-4-502.
O.C.G.A. § 11-2-608 Revocation of acceptance in whole or in part
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(1) 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: (a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (b) Without discov…
O.C.G.A. § 11-2-609 Specific performance
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Sale of goods. Buyer’s right, §11-2-716. Price. Sale of goods. Open price terms, §11-2-305. Reclamation of goods. Sales contracts. Sellers’ remedies on discovery of buyer’s insolvency, §11-2-702. 1017 INDEX CONTRACTS —Cont’d Replevin. Sale of goods. Buyer’s right to replevin, §11…
O.C.G.A. § 11-2-610 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: (a) For a commercially reasonable time await performance by the repudiating party; or (…
O.C.G.A. § 11-2-611 Retraction of anticipatory repudiation
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(1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the 204 11-2-612 repudiation canceled or materially changed his position or otherwise indicated that he considers the repudiation final. (2) Retraction may…
O.C.G.A. § 11-2-613 Casualty to identified goods
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Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault 206 11-2-614 of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (Code Section 11…
O.C.G.A. § 11-2-614 Substituted performance
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(1) 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,…
O.C.G.A. § 11-2-615 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 Code Section 11-2-614 on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) of this Code section is not a breach of h…
O.C.G.A. § 11-2-616 Procedure on notice claiming excuse
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(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under Code Section 11-2-615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the who…
O.C.G.A. § 11-2-701 Remedies for breach of collateral contracts not impaired
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Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. History. Code 1933, § 109A-2-701, enacted by Ga. L. 1962, p. 156, § 1.
O.C.G.A. § 11-2-702 Seller’s remedies on discovery of buyer’s insolvency
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(1) 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 article (Code Section 11-2-705). (2) Where the seller discovers that the buyer ha…
O.C.G.A. § 11-2-703 Seller’s remedies in general
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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 (Code Section 11-…
O.C.G.A. § 11-2-704 Replevin
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Right of buyer, §11-2-716. Repudiation. Anticipatory repudiation, §§11-2-610, 11-2-611. Proof of market price, §11-2-723. Buyer’s damages, §11-2-713. Buyer’s repudiation of contract. Enumeration of seller’s remedies, §11-2-703. 1021 INDEX CONTRACTS —Cont’d Sale of goods —Cont’d R…
O.C.G.A. § 11-2-705 Seller’s stoppage of delivery in transit or otherwise
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(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Code Section 11-2-702) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates…
O.C.G.A. § 11-2-706 Seller’s resale including contract for resale
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(1) Under the conditions stated in Code Section 11-2-703 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 betwee…
O.C.G.A. § 11-2-707 Seller’s remedies
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Action for price, §11-2-709. Enumerated, §11-2-703. Incidental damages, §11-2-710. Letters of credit, §11-2-325. Obligation of buyer, §11-2-301. On arrival of goods, §11-2-321. Open time for payment, §11-2-310. Price payable in money, goods, realty, etc., §11-2-304. Tender by buy…
O.C.G.A. § 11-2-708 Seller’s damages for nonacceptance or repudiation
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(1) Subject to subsection (2) of this Code section and to the provisions of this article with respect to proof of market price (Code Section 11-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and …
O.C.G.A. § 11-2-709 Action for the price
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(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under Code Section 11-2-710, the price: (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their …
O.C.G.A. § 11-2-710 Seller’s incidental damages
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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…
O.C.G.A. § 11-2-713 Buyer’s damages for nondelivery or repudiation
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(1) Subject to the provisions of this article with respect to proof of market price (Code Section 11-2-723), 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 con…
O.C.G.A. § 11-2-714 Antecedent breach
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Effect of cancellation or rescission on claims, §11-2-720. Consequential damages. Buyer’s consequential damages, §11-2-715. Contractual limitations, §11-2-719.
O.C.G.A. § 11-2-715 Buyer’s incidental and consequential damages
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(1) 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…
O.C.G.A. § 11-2-716 Buyer’s right to specific performance or replevin
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(1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) 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. (3) The buyer has a ri…
O.C.G.A. § 11-2-717 Deduction of damages from the price
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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. History. Code 1933, § 109A-2-717, enacted by Ga. L. 1962, p. 156, § 1.
O.C.G.A. § 11-2-718 Liquidation or limitation of damages; deposits
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(1) Damages for breach by either party may be liquidated in the 239 11-2-718 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 nonfeasibility of othe…
O.C.G.A. § 11-2-719 Contractual modification or limitation of remedy
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(1) Subject to the provisions of subsections (2) and (3) of this Code section and of Code Section 11-2-718 on liquidation and limitation of damages: (a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or al…
O.C.G.A. § 11-2-720 Installment contracts, §11-2-612
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Limitation of actions, §11-2-725. Notice requirements, §11-2-607. Burden of proof. Breaches with respect to accepted goods, §11-2-607. Cancellation of contract. Buyer’s remedies, §11-2-711. Seller’s remedies, §11-2-703. C. & F. terms, §§11-2-320, 11-2-321. Casualty to identified g…
O.C.G.A. § 11-2-721 Remedies for fraud
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Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent 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 claim…
O.C.G.A. § 11-2-722 Who can sue third parties for injury to goods
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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: (a) 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…
O.C.G.A. § 11-2-723 Proof of market price: time and place
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(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Code Section 11-2-708 or Code Section 11-2-713) shall be determined according to the price of such goods …
O.C.G.A. § 11-2-724 Proof of market price, §11-2-723
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Excludable security and other transactions, §11-2-102. Exclusive dealings, §11-2-306. Executory portion of contract. Waiver, §11-2-209. Extrinsic evidence, §11-2-202. Failure of buyer to pay. Seller’s remedies. Action for price, §11-2-709. UNIFORM COMMERCIAL CODE —Cont’d Sale of …
O.C.G.A. § 11-2-725 Statute of limitations in contracts for sale
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(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. (2) A cause of action accrues wh…