Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:2-336. Waiver of rights of consignor A consignor may not waive his rights under this act unless the waiver is clear, conspicuous and in writing. L. 1987, c. 132, s. 8.

12A:2-401 Passing of title; reservation for security; limited application of this section. 12A:2-401. Passing of title; reservation for security; limited application of this section. Each provision of this Chapter with regard to the rights, obligations and remedies of the seller,…

12A:2-402. Rights of seller's creditors against sold goods (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods…

12A:2-403. Power to transfer; good faith purchase of goods; "entrusting" 12A:2-403. Power to transfer; good faith purchase of goods; "entrusting". (1) A purchaser of goods acquires all title which the transferor had or had power to transfer except that a purchaser of a limited in…

12A:2-501. Insurable interest in goods; manner of identification of goods (1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are non-conforming a…

12A:2-502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency 12A:2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency. (1) Subject to subsections (2) and (3) and even though the goods have not been shipped, a buy…

12A:2-503 Manner of seller's tender of delivery. 12A:2-503. Manner of seller's tender of delivery. (1) 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 him to ta…

12A:2-504. Shipment by seller 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 (a) put the goods in the possession of such a carrier an…

12A:2-505 Seller's shipment under reservation. 12A:2-505. Seller's shipment under reservation. (1) Where the seller has identified goods to the contract by or before shipment: (a) his procurement of a negotiable bill of lading to his own order or otherwise reserves in him a secur…

12A:2-506 Rights of financing agency. 12A:2-506. Rights of financing agency. (1) 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 a…

12A:2-507. Effect of seller's tender; delivery on condition (1) 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 t…

12A:2-508. Cure by seller of improper tender or delivery; replacement (1) 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 th…

12A:2-509 Risk of loss in the absence of breach. 12A:2-509. Risk of loss in the absence of breach. (1) Where the contract requires or authorizes the seller to ship the goods by carrier (a) if it does not require him to deliver them at a particular destination, the risk of loss pa…

12A:2-510. Effect of breach on risk of loss (1) 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. (2) Where the buyer rightfully revokes acceptance he may …

12A:2-511. Tender of payment by buyer; payment by check. (1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of Payment is sufficient when made by any means or in any manner current in the ordinary cour…

12A:2-512 Payment by buyer before inspection; exceptions. 12A:2-512. (1) Where the contract requires payment before inspection, non-conformity of the goods does not excuse the buyer from so making payment unless (a) the non-conformity appears without inspection; or (b) despite te…

12A:2-513. Buyer's right to inspection of goods (1) Unless otherwise agreed and subject to subsection (3), 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 …

12A:2-514. When documents deliverable on acceptance; when on payment 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. …

12A:2-515. Preserving evidence of goods in dispute 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…

12A:2-601. Buyer's rights on improper delivery Subject to the provisions of this Chapter on breach in installment contracts (12A:2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (12A:2-718 and 2-719), if the goods or the tender of deliver…

12A:2-602. Manner and effect of rightful rejection (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected go…

12A:2-603. Merchant buyer's duties as to rightfully rejected goods (1) Subject to any security interest in the buyer (subsection (3) of 12A:2-711), 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 goo…

12A:2-604. Buyer's options as to salvage of rightfully rejected goods Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods …

12A:2-605 Waiver of buyer's objections by failure to particularize. 12A:2-605. Waiver of buyer's objections by failure to particularize. (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him…

12A:2-606. What constitutes acceptance of goods (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 non-conformity; or (b)…

12A:2-607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over (1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection …

12A:2-608. Revocation of acceptance in whole or in part (1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it (a) on the reasonable assumption that its non-conformity would be cured an…

12A:2-609. Right to adequate assurance of performance (1) 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…

12A:2-610. Anticipatory repudiation 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 perform…

12A:2-611. Retraction of anticipatory repudiation (1) 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 th…

12A:2-612. "Installment contract" ; breach (1) 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. (2) …

12A:2-613. Casualty to identified goods 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…

12A:2-614. Substituted performance (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 …

12A:2-615. Excuse by failure of presupposed conditions Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or non-delivery in whole or in part by a seller who complies with paragrap…

12A:2-616. Procedure on notice claiming excuse (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective d…

12A:2-701. Remedies for breach of collateral contracts not impaired 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. L.1961, c. 120, s. 2-701.

12A:2-702. Seller's remedies on discovery of buyer's insolvency (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 chapter (12A:2-70…

12A:2-703. Seller's remedies in general 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…

12A:2-704. Seller's right to identify goods to the 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 learned of the breach t…

12A:2-705 Seller's stoppage of delivery in transit or otherwise. 12A:2-705. 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 he discovers the buyer to be insolvent (12A:2-702) and …

12A:2-706. Seller's resale including contract for resale (1) Under the conditions stated in 12A: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…

12A:2-707. "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 principal or anyone who otherwise holds a security interest or other righ…

12A:2-708. Seller's damages for non-acceptance or repudiation (1) Subject to subsection (2) and to the provisions of this Chapter with respect to proof of market price (12A:2-723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the…

12A:2-709. Action for the 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…

12A:2-710. 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 retur…

12A:2-711. 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 i…