Title 13 — Uniform Commercial Code

Notwithstanding Breach or to Salvage Unfinished Goods. (1) An aggrieved seller under the preceding section may: (a) 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; (b) Treat as the sub…

(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 (Section 2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails …

(l) Under the conditions stated in Section 2703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance COL120106 thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference betwe…

(1) A Aperson 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. (2) A pe…

(1) Subject to subdivision (2) and to the provisions of this division with respect to proof of market price (Section 2723), 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 unp…

(1) 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 (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss h…

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 buyers' breach, in connection with return or resale of the goods or otherwise r…

Rejected Goods. (1) 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 2612), the buyer ma…

(1) After a breach within the preceding section 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. (2) The buyer may recover from the seller as damages …

(1) Subject to the provisions of this division with respect to proof of market price (Section 2723), 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 pr…

COL120106 (1) Where the buyer has accepted goods and given notification (Subdivision (3) of Section 2607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is re…

(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 cover…

(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 …

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.

(1) 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 nonfeasibility of otherwise obtaini…

(1) Subject to the provisions of subdivisions (2) and (3) of this Section and of the preceding section on liquidation and limitation of damages, (a) The agreement may provide for remedies in addition to or in substitution for those provided in this division and may limit or alter…

Antecedent Breach. Unless the contrary intention clearly appears, expressions of Acancellation@ or Arescission@ 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 division 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 clai…

COL120106 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 …

(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 (Section 2708 or Section 2713) shall be determined according to the price of such goods prevailing at the …

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports COL120106 in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such mark…

of Action Accrual; Second Action. (1) An action for breach of any contract for sale must be com- menced 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 …

COL120106 As used in this chapter goods means goods used or bought for use primarily for personal, family or household purposes.

Written Waiver. In any retail sale of goods, if the manufacturer or seller of the goods issues a written warranty or guarantee as to the condition or quality of all or part of the goods which requires the buyer to complete and return any form to the manufacturer or seller as proo…

This division shall be known and may be cited as Uniform Commercial Code -- Commercial Paper.

(1) In this division unless the context otherwise requires (a) Issue means the first delivery of an instrument to a holder or a remitter. (b) An order is a direction to pay and must be more than an authorization or request. It must identify the person to pay with reasonable certa…

(1) This division does not apply to money, documents of title or investment securities. (2) The provisions of this division are subject to the provisions of the division on bank deposits and collections (Division 4) and secured transactions (Division 9).

"Certificate of Deposit"; "Note". (1) Any writing to be a negotiable instrument within this division must: COL120106 (a) Be signed by the maker or drawer; and (b) Contain an unconditional promise or order to pay a sum certain in money and no other promise, order, obligation or po…

(1) A promise or order otherwise unconditional is not made conditional by the fact that the instrument (a) Is subject to implied or constructive conditions; or (b) States its considerations, whether performed or promised, or the transaction which gave rise to the instrument, or t…

(1) The sum payable is a sum certain even though it is to be paid (a) With stated interest or by stated installments; or (b) With stated different rates of interest before and after default or a specified date; or (c) With a stated discount or addition if paid before or after the…

(1) An instrument is payable in money if the medium of exchange in which it is payable is money at the time the instrument is made. An instrument payable in currency or current funds is payable in money. (2) A promise or order to pay a sum stated in a foreign currency is for a su…

Instruments payable on demand include those payable at sight or on presentation and those in which no time for payment is stated.

(1) An instrument is payable at a definite time if by its terms it is payable (a) On or before a stated date or at a fixed period after a stated date; or (b) At a fixed period after sight; or (c) At a definite time subject to any acceleration; or (d) At a definite time subject to…

(1) An instrument is payable to order when by its terms it is payable to the order or assigns of any person therein specified with reasonable certainty, or to him or his order, or when it is conspicuously designated on its face as Aexchange@ or the like and names a payee. It may …

An instrument is payable to bearer when by its terms it is payable to (a) Bearer or the order of bearer; or (b) A specified person or bearer; or (c) "Cash" or the order of Acash,@ or any other indication which does not purport to designate a specific payee.

(1) The negotiability of an instrument is not affected by (a) The omission of a statement of any consideration or of the place where the instrument is drawn or payable; or (b) A statement that collateral has been given to secure obligations either on the instrument or otherwise o…

An instrument otherwise negotiable is within this division even though it is under a seal.

(1) The negotiability of an instrument is not affected by the fact that it is undated, antedated or postdated. (2) Where an instrument is antedated or postdated the time when it is payable is determined by the stated date if the instrument is payable on demand or at a fixed perio…

(1) When a paper whose contents at the time of signing show that it is intended to become an instrument is signed while still incomplete in any necessary respect it cannot be enforced until completed, but when it is completed in accordance with authority given it is effective as …

An instrument payable to the order of two or more persons: (a) If in the alternative is payable to any one of them and may be negotiated, discharged or enforced by any of them who has possession of it; (b) If not in the alternative is payable to all of them and may be negotiated,…

An instrument made payable to a named person with the addition of words describing him (a) As agent or officer of a specified person is payable to his principal but the agent or officer may act as if he were the holder; (b) As any other fiduciary for a specified person or purpose…

The following rules apply to every instrument: (a) Where there is doubt whether the instrument is a draft or a note the holder may treat it as either. A draft drawn on the drawer is effective as a note. COL120106 (b) Handwritten terms control typewritten and printed terms, and ty…

(1) As between the obligor and his immediate obligee or any transferee the terms of an instrument may be modified or affected by any other written agreement executed as a part of the same transaction, except that a holder in due course is not affected by any limitation of his rig…

An instrument which states that it is payable through a bank or the like designates that bank as a collecting bank to make presentment but does not of itself authorize the bank to pay the instrument.

An instrument which states that it is payable at a bank is not of itself an order or authorization to the bank to pay it unless the bank is the drawee. COL120106

(1) A cause of action against a maker or an acceptor accrues: (a) In the case of a time instrument on the day after maturity; (b) In the case of a demand instrument upon its date or, if no date is stated, on the date of issue. (2) A cause of action against the obligor of a demand…

Every instrument is payable at the time fixed therein without grace. When the day of maturity falls upon Sunday, Saturday or a holiday, the instrument is payable on the next succeeding business day which is not a Saturday. Where the day of maturity of the instrument falls on an o…

(1) Transfer of an instrument vests in the transferee such rights as the transferor has therein, except that a transferee who has himself been a party to any fraud or illegality affecting the instrument or who as a prior holder had notice of a defense or claim against it cannot i…

COL120106 (1) Negotiation is the transfer of an instrument in such form that the transferee becomes a holder. If the instrument is payable to order it is negotiated by delivery with any necessary indorsement; if payable to bearer it is negotiated by delivery. (2) An indorsement m…

Where an instrument is made payable to a person under a misspelled name or one other than his own he may indorse in that name or his own or both; but signature in both names may be required by a person paying or giving value for the instrument.