Title 8

NRS 104.2704 Seller’s right to identify goods to contract 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 or she learned of the br…

NRS 104.2705 Seller’s stoppage of delivery in transit or otherwise. 1. 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 (NRS 104.2702) and may stop delivery of carload, truckload, planeload or…

NRS 104.2706 Seller’s resale including contract for resale. 1. Under the conditions stated in NRS 104.2703 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 m…

NRS 104.2707 “Person in the position of a seller.” 1. 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 or her principal or anyone who otherwise holds a security interest or o…

NRS 104.2708 Seller’s damages for nonacceptance or repudiation. 1. Subject to subsection 2 and to the provisions of this Article with respect to proof of market price (NRS 104.2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between th…

NRS 104.2709 Action for price. 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 …

NRS 104.2710 Seller’s incidental damages. 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 re…

NRS 104.2711 Buyer’s remedies in general; buyer’s security interest in 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…

NRS 104.2712 “Cover”; buyer’s procurement of substitute goods. 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 t…

NRS 104.2713 Buyer’s damages for nondelivery or repudiation. 1. Subject to the provisions of this Article with respect to proof of market price (NRS 104.2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the ti…

NRS 104.2714 Buyer’s damages for breach in regard to accepted goods. 1. Where the buyer has accepted goods and given notification (subsection 3 of NRS 104.2607) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events fr…

NRS 104.2715 Buyer’s incidental and consequential damages. 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, …

NRS 104.2716 Buyer’s right to specific performance or replevin. 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 …

NRS 104.2717 Deduction of damages from the price. The buyer on notifying the seller of his or her 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. (Added to NRS by …

NRS 104.2718 Liquidation or limitation of damages; deposits. 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, …

NRS 104.2719 Contractual modification or limitation of remedy. 1. Subject to the provisions of subsections 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 f…

NRS 104.2720 Effect of “cancellation” or “rescission” on claims for antecedent breach. 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 da…

NRS 104.2721 Remedies for fraud. 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…

NRS 104.2722 Who can sue third parties for injury to goods. 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 …

NRS 104.2723 Proof of market price: Time and place. 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 (NRS 104.2708 or 104.2713) shall be determined accordin…

NRS 104.2724 Admissibility of market quotations. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulatio…

NRS 104.2725 Statute of limitations in contracts for sale. 1. An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than 1 year bu…

NRS 104.3101 Short title. This article may be cited as Uniform Commercial Code—Negotiable Instruments. (Added to NRS by 1965, 817; A 1993, 1255; 1995, 1074)

NRS 104.3102 Subject matter. 1. This article applies to negotiable instruments. It does not apply to money, to payment orders governed by article 4A, or to securities governed by article 8. 2. If there is conflict between this article and article 4 or 9, articles 4 and 9 govern. …

NRS 104.3103 Definitions. 1. In this Article: (a) “Acceptor” means a drawee who has accepted a draft. (b) “Drawee” means a person ordered in a draft to make payment. (c) “Drawer” means a person who signs or is identified in a draft as a person ordering payment. (d) “Maker” means …

NRS 104.3104 Negotiable instrument. 1. Except as otherwise provided in subsections 3 and 4, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it: (a) Is p…

NRS 104.3105 Issue of instrument. 1. “Issue” means: (a) The first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or (b) If agreed by the payee, the first transmission by the dra…

NRS 104.3106 Unconditional promise or order. 1. Except as otherwise provided in this section, for the purposes of subsection 1 of NRS 104.3104, a promise or order is unconditional unless it states: (a) An express condition to payment; (b) That the promise or order is subject to o…

NRS 104.3107 Instrument payable in foreign money. Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate …

NRS 104.3108 Payable on demand or at definite time. 1. A promise or order is “payable on demand” if it: (a) States that it is payable on demand or at sight; (b) Otherwise indicates that it is payable at the will of the holder; or (c) Does not state any time of payment. 2. A promi…

NRS 104.3109 Payable to bearer or to order. 1. A promise or order is payable to bearer if it: (a) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (b) Does not state …

NRS 104.3110 Identification of person to whom instrument is payable. 1. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrumen…

NRS 104.3111 Place of payment. Except as otherwise provided for items in article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument…

NRS 104.3112 Interest. 1. Unless otherwise provided in the instrument: (a) An instrument is not payable with interest; and (b) Interest on an interest-bearing instrument is payable from the date of the instrument. 2. Interest may be stated in an instrument as a fixed or variable …

NRS 104.3113 Date of instrument. 1. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as otherwise provided in subsection 3 of NRS 104.4401, an instrument payable on demand…

NRS 104.3114 Contradictory terms of instrument. If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. (Added to NRS by 1965, 821; A 1993, 1264)

NRS 104.3115 Incomplete instruments. 1. “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers…

NRS 104.3116 Joint and several liability; contribution. 1. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and…

NRS 104.3117 Other agreements affecting instrument. Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreemen…

NRS 104.3118 Statute of limitations. 1. Except as otherwise provided in subsection 5, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within 6 years after the due date or dates stated in the note or, if a due date is accel…

NRS 104.3119 Notice of right to defend action. In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person notice of the litigation in a record, and the person notified may the…

NRS 104.3201 Negotiation. 1. “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder. 2. Except for negotiation by a remitter, if an instrument is payable to an i…

NRS 104.3202 Negotiation subject to rescission. 1. Negotiation is effective even if obtained: (a) From an infant, a corporation exceeding its powers or a person without capacity; (b) By fraud, duress or mistake; or (c) In breach of duty or as part of an illegal transaction. 2. To…

NRS 104.3203 Transfer of instrument; rights acquired by transfer. 1. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. 2. Transfer of an instrument, w…

NRS 104.3204 Endorsement. 1. “Endorsement” means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incur…

NRS 104.3205 Special endorsement; blank endorsement; anomalous endorsement. 1. If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, …