Title UCC, Uniform Commercial Code

Section 2--402. Rights of Seller's Creditors Against Sold Goods.\n (1) Except as provided in subsections (2) and (3), rights of unsecured\ncreditors of the seller with respect to goods which have been identified\nto a contract for sale are subject to the buyer's rights to recover…

Section 2--403. Power to Transfer; Good Faith Purchase of Goods;\n "Entrusting".\n (1) A purchaser of goods acquires all title which his transferor had\nor had power to transfer except that a purchaser of a limited interest\nacquires rights only to the extent of the interest purc…

Section 2--501. Insurable Interest in Goods; Manner of Identification of\n Goods.\n (1) The buyer obtains a special property and an insurable interest in\ngoods by identification of existing goods as goods to which the contract\nrefers even though the goods so identified are non-…

Section 2--502. Buyer's Right to Goods on Seller's Repudiation, Failure\n to Deliver, or Insolvency.\n (1) Subject to subsections (2) and (3) and even though the goods have\nnot been shipped a buyer who has paid a part or all of the price of\ngoods in which he has a special prope…

Section 2--503. Manner of Seller's Tender of Delivery.\n (1) Tender of delivery requires that the seller put and hold\nconforming goods at the buyer's disposition and give the buyer any\nnotification reasonably necessary to enable him to take delivery. The\nmanner, time and place…

Section 2--504. Shipment by Seller.\n Where the seller is required or authorized to send the goods to the\nbuyer and the contract does not require him to deliver them at a\nparticular destination, then unless otherwise agreed he must\n (a) put the goods in the possession of such …

Section 2--505. Seller's Shipment Under Reservation.\n (1) Where the seller has identified goods to the contract by or before\nshipment:\n (a) his procurement of a negotiable bill of lading to his own\n order or otherwise reserves in him a security interest in the\n goods. His pr…

Section 2--506. Rights of Financing Agency.\n (1) A financing agency by paying or purchasing for value a draft which\nrelates to a shipment of goods acquires to the extent of the payment or\npurchase and in addition to its own rights under the draft and any\ndocument of title sec…

Section 2--507. Effect of Seller's Tender; Delivery on Condition.\n (1) Tender of delivery is a condition to the buyer's duty to accept\nthe goods and, unless otherwise agreed, to his duty to pay for them.\nTender entitles the seller to acceptance of the goods and to payment\nacc…

Section 2--508. Cure by Seller of Improper Tender or Delivery;\n Replacement.\n (1) Where any tender or delivery by the seller is rejected because\nnon-conforming and the time for performance has not yet expired, the\nseller may seasonably notify the buyer of his intention to cur…

Section 2--509. Risk of Loss in the Absence of Breach.\n (1) Where the contract requires or authorizes the seller to ship the\ngoods by carrier\n (a) if it does not require him to deliver them at a particular\n destination, the risk of loss passes to the buyer when the\n goods ar…

Section 2--510. Effect of Breach on Risk of Loss.\n (1) Where a tender or delivery of goods so fails to conform to the\ncontract as to give a right of rejection the risk of their loss remains\non the seller until cure or acceptance.\n (2) Where the buyer rightfully revokes accept…

Section 2--511. Tender of Payment by Buyer; Payment by Check.\n (1) Unless otherwise agreed tender of payment is a condition to the\nseller's duty to tender and complete any delivery.\n (2) Tender of payment is sufficient when made by any means or in any\nmanner current in the or…

Section 2--512. Payment by Buyer Before Inspection.\n (1) Where the contract requires payment before inspection\nnon-conformity of the goods does not excuse the buyer from so making\npayment unless\n (a) the non-conformity appears without inspection; or\n (b) despite tender of th…

Section 2--513. Buyer's Right to Inspection of Goods.\n (1) Unless otherwise agreed and subject to subsection (3), where goods\nare tendered or delivered or identified to the contract for sale, the\nbuyer has a right before payment or acceptance to inspect them at any\nreasonable…

Section 2--514. When Documents Deliverable on Acceptance; When on\n Payment.\n Unless otherwise agreed documents against which a draft is drawn are\nto be delivered to the drawee on acceptance of the draft if it is\npayable more than three days after presentment; otherwise, only …

Section 2--515. Preserving Evidence of Goods in Dispute.\n In furtherance of the adjustment of any claim or dispute\n (a) either party on reasonable notification to the other and for the\npurpose of ascertaining the facts and preserving evidence has the right\nto inspect, test an…

Section 2--601. Buyer's Rights on Improper Delivery.\n Subject to the provisions of this Article on breach in installment\ncontracts (Section 2--612) and unless otherwise agreed under the\nsections on contractual limitations of remedy (Sections 2--718 and\n2--719), if the goods o…

Section 2--602. Manner and Effect of Rightful Rejection.\n (1) Rejection of goods must be within a reasonable time after their\ndelivery or tender. It is ineffective unless the buyer seasonably\nnotifies the seller.\n (2) Subject to the provisions of the two following sections on…

Section 2--603. Merchant Buyer's Duties as to Rightfully Rejected Goods.\n (1) Subject to any security interest in the buyer (subsection (3) of\nSection 2--711), when the seller has no agent or place of business at\nthe market of rejection a merchant buyer is under a duty after r…

Section 2--604. Buyer's Options as to Salvage of Rightfully Rejected\n Goods.\n Subject to the provisions of the immediately preceding section on\nperishables if the seller gives no instructions within a reasonable time\nafter notification of rejection the buyer may store the rej…

Section 2--605. Waiver of Buyer's Objections by Failure to\n Particularize.\n (1) The buyer's failure to state in connection with rejection a\nparticular defect which is ascertainable by reasonable inspection\nprecludes him from relying on the unstated defect to justify rejection…

Section 2--606. What Constitutes Acceptance of Goods.\n (1) Acceptance of goods occurs when the buyer\n (a) after a reasonable opportunity to inspect the goods signifies\n to the seller that the goods are conforming or that he will\n take or retain them in spite of their non-conf…

Section 2--607. Effect of Acceptance; Notice of Breach; Burden of\n Establishing Breach After Acceptance; Notice of Claim\n or Litigation to Person Answerable Over.\n (1) The buyer must pay at the contract rate for any goods accepted.\n (2) Acceptance of goods by the buyer preclu…

Section 2--608. Revocation of Acceptance in Whole or in Part.\n (1) The buyer may revoke his acceptance of a lot or commercial unit\nwhose non-conformity substantially impairs its value to him if he has\naccepted it\n (a) on the reasonable assumption that its non-conformity would…

Section 2--609. Right to Adequate Assurance of Performance.\n (1) A contract for sale imposes an obligation on each party that the\nother's expectation of receiving due performance will not be impaired.\nWhen reasonable grounds for insecurity arise with respect to the\nperformanc…

Section 2--610. Anticipatory Repudiation.\n When either party repudiates the contract with respect to a\nperformance not yet due the loss of which will substantially impair the\nvalue of the contract to the other, the aggrieved party may\n (a) for a commercially reasonable time a…

Section 2--611. Retraction of Anticipatory Repudiation.\n (1) Until the repudiating party's next performance is due he can\nretract his repudiation unless the aggrieved party has since the\nrepudiation cancelled or materially changed his position or otherwise\nindicated that he c…

Section 2--612. "Installment Contract"; Breach.\n (1) An "installment contract" is one which requires or authorizes the\ndelivery of goods in separate lots to be separately accepted, even\nthough the contract contains a clause "each delivery is a separate\ncontract" or its equiva…

Section 2--613. Casualty to Identified Goods.\n Where the contract requires for its performance goods identified when\nthe contract is made, and the goods suffer casualty without fault of\neither party before the risk of loss passes to the buyer, or in a proper\ncase under a "no …

Section 2--614. Substituted Performance.\n (1) Where without fault of either party the agreed berthing, loading,\nor unloading facilities fail or an agreed type of carrier becomes\nunavailable or the agreed manner of delivery otherwise becomes\ncommercially impracticable but a co…

Section 2--615. Excuse by Failure of Presupposed Conditions.\n Except so far as a seller may have assumed a greater obligation and\nsubject to the preceding section on substituted performance:\n (a) Delay in delivery or non-delivery in whole or in part by a seller\nwho complies w…

Section 2--616. Procedure on Notice Claiming Excuse.\n (1) Where the buyer receives notification of a material or indefinite\ndelay or an allocation justified under the preceding section he may by\nwritten notification to the seller as to any delivery concerned, and\nwhere the pr…

Section 2--701. Remedies for Breach of Collateral Contracts Not\n Impaired.\n Remedies for breach of any obligation or promise collateral or\nancillary to a contract for sale are not impaired by the provisions of\nthis Article.\n

Section 2--702. Seller's Remedies on Discovery of Buyer's Insolvency.\n (1) Where the seller discovers the buyer to be insolvent he may refuse\ndelivery except for cash including payment for all goods theretofore\ndelivered under the contract, and stop delivery under this Article…

Section 2--703. Seller's Remedies in General.\n Where the buyer wrongfully rejects or revokes acceptance of goods or\nfails to make a payment due on or before delivery or repudiates with\nrespect to a part or the whole, then with respect to any goods directly\naffected and, if th…

Section 2--704. Seller's Right to Identify Goods to the Contract\n Notwithstanding Breach or to Salvage Unfinished Goods.\n (1) An aggrieved seller under the preceding section may\n (a) identify to the contract conforming goods not already\n identified if at the time he learned o…

Section 2--705. Seller's Stoppage of Delivery in Transit or Otherwise.\n (1) The seller may stop delivery of goods in the possession of a\ncarrier or other bailee when he discovers the buyer to be insolvent\n(Section 2--702) and may stop delivery of carload, truckload, planeload\…

Section 2--706. Seller's Resale Including Contract for Resale.\n (1) Under the conditions stated in Section 2--703 on seller's\nremedies, the seller may resell the goods concerned or the undelivered\nbalance thereof. Where the resale is made in good faith and in a\ncommercially r…

Section 2--707. "Person in the Position of a Seller".\n (1) A "person in the position of a seller" includes as against a\nprincipal an agent who has paid or become responsible for the price of\ngoods on behalf of his principal or anyone who otherwise holds a\nsecurity interest or…

Section 2--708. Seller's Damages for Non-acceptance or Repudiation.\n (1) Subject to subsection (2) and to the provisions of this Article\nwith respect to proof of market price (Section 2--723), the measure of\ndamages for non-acceptance or repudiation by the buyer is the differe…

Section 2--709. Action for the Price.\n (1) When the buyer fails to pay the price as it becomes due the seller\nmay recover, together with any incidental damages under the next\nsection, the price\n (a) of goods accepted or of conforming goods lost or damaged\n within a commercia…

Section 2--710. Seller's Incidental Damages.\n Incidental damages to an aggrieved seller include any commercially\nreasonable charges, expenses or commissions incurred in stopping\ndelivery, in the transportation, care and custody of goods after the\nbuyer's breach, in connection…

Section 2--711. Buyer's Remedies in General; Buyer's Security Interest\n in Rejected Goods.\n (1) Where the seller fails to make delivery or repudiates or the buyer\nrightfully rejects or justifiably revokes acceptance then with respect\nto any goods involved, and with respect to…

Section 2--712. "Cover"; Buyer's Procurement of Substitute Goods.\n (1) After a breach within the preceding section the buyer may "cover"\nby making in good faith and without unreasonable delay any reasonable\npurchase of or contract to purchase goods in substitution for those du…

Section 2--713. Buyer's Damages for Non-Delivery or Repudiation.\n (1) Subject to the provisions of this Article with respect to proof of\nmarket price (Section 2--723), the measure of damages for non-delivery\nor repudiation by the seller is the difference between the market pri…

Section 2--714. Buyer's Damages for Breach in Regard to Accepted Goods.\n (1) Where the buyer has accepted goods and given notification\n(subsection (3) of Section 2--607) he may recover as damages for any\nnon-conformity of tender the loss resulting in the ordinary course of\nev…

Section 2--715. Buyer's Incidental and Consequential Damages.\n (1) Incidental damages resulting from the seller's breach include\nexpenses reasonably incurred in inspection, receipt, transportation and\ncare and custody of goods rightfully rejected, any commercially\nreasonable …

Section 2--716. Buyer's Right to Specific Performance or Replevin.\n (1) Specific performance may be decreed where the goods are unique or\nin other proper circumstances.\n (2) The decree for specific performance may include such terms and\nconditions as to payment of the price, …

Section 2--717. Deduction of Damages From the Price.\n The buyer on notifying the seller of his intention to do so may deduct\nall or any part of the damages resulting from any breach of the contract\nfrom any part of the price still due under the same contract.\n