Title 41 — Uniform Commercial Code

If the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must: 1. Put the goods in the possession of such a carrier and make such a cont…

1. If the seller has identified goods to the contract by or before shipment: a. The seller's procurement of a negotiable bill of lading to the seller's own order or otherwise reserves in the seller a security interest in the goods. The seller's procurement of the bill to the orde…

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 and any document of title securing it, any rights of the shipper in the goods …

1. Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to the buyer's duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. 2. If payment is due and demanded on the…

1. If any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the seller's intention to cure and may then within the contract time make a conforming delivery. 2. If the …

1. If the contract requires or authorizes the seller to ship the goods by carrier: a. If it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is u…

1. If 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. If the buyer rightfully revokes acceptance, the buyer may to the extent of any deficiency in the buye…

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 course of business unless the seller demands payment in legal …

1. If the contract requires payment before inspection, nonconformity of the goods does not excuse the buyer from so making payment unless: a. The nonconformity appears without inspection; or b. Despite tender of the required documents the circumstances would justify injunction ag…

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 time and in any reasonable manner. When the seller …

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.

In furtherance of the adjustment of any claim or dispute: 1. 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 po…

Subject to the provisions of this chapter on breach in installment contracts (section 41-02-75) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 41-02-97 and 41-02-98), if the goods or the tender of delivery fail in any respect to conf…

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 goods (sections 41-02-66 and 41-02-67): a. After reject…

1. Subject to any security interest in the buyer (subsection 3 of section 41-02-90), 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 goods in the merchant buyer's possession or control to follow any …

Subject to the provisions of section 41-02-66 on perishables, if the seller gives no instructions within a reasonable time after notification of rejection, the buyer may store the rejected goods for the seller's account or reship them to the seller or resell them for the seller's…

1. The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach: a. If the seller could have cured it if stated sea…

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 the buyer will take or retain them in spite of their nonconformity; b. Fails to make an effective rejection (subsecti…

1. The buyer may revoke the buyer's acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it: a. On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or…

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 party, the other party may in writing demand adequate …

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: 1. For a commercially reasonable time await performance by the repudiating party; or 2…

1. Until the repudiating party's next performance is due, the repudiating party can retract the party's repudiation unless the aggrieved party has since the repudiation canceled or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party c…

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. The buyer may reject any installment that is …

If 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 sale" term (section 41-02-41) then: 1. If …

1. If 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, suc…

Except so far as a seller may have assumed a greater obligation and subject to section 41-02-77 on substituted performance: 1. Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections 2 and 3 is not a breach of the seller's duty under a contr…

1. If the buyer receives notification of a material or indefinite delay or an allocation justified under section 41-02-78 the buyer may by written notification to the seller as to any delivery concerned, and if the prospective deficiency substantially impairs the value of the who…

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.

1. When the seller discovers the buyer to be insolvent, the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (section 41-02-84). 2. If the seller discovers that the buyer has …

If 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 (section 41-02-75), …

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 (section 41-02-81) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiat…

1. Under the conditions stated in section 41-02-82 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. If the resale is made in good faith and in a commercially reasonable manner, the seller may recover the difference between the re…

1. A "person in the position of a seller" includes as against a principal an agent who has paid or becomes responsible for the price of goods on behalf of the agent's principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. …

1. Subject to subsection 2 and to the provisions of this chapter with respect to proof of market price (section 41-02-102), 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 section 41-02-89, 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 buyer's breach, in connection with return or resale of the goods, or otherwis…

1. After a breach within section 41-02-90, 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 the …

1. Subject to the provisions of this chapter with respect to proof of market price (section 41-02-102), 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…

1. When the buyer has accepted goods and given notification (subsection 3 of section 41-02-70), the buyer 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 reaso…

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 cove…

1. Specific performance may be decreed if 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 right …

The buyer on notifying the seller of the buyer's 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 obtainin…

1. Subject to the provisions of subsections 2 and 3 of this section and of section 41-02-97 on liquidation and limitation of damages: a. The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure …

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 damages for an antecedent breach.