Title 13, Title 13. Commercial Transactions

(A) Where the contract requires payment before inspection, nonconformity of the goods does not excuse the buyer from so making payment unless:(1) The nonconformity appears without inspection; or(2) Despite tender of the required documents the circumstances would justify injunctio…

(A) Unless otherwise agreed and subject to division (C) of this section, 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.…

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:(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 goods including such of them as may be in the pos…

Subject to the provisions of section 1302.70 of the Revised Code, and unless otherwise agreed under sections 1302.92 and 1302.93 of the Revised Code, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:(A) reject the whole; or(B) a…

(A) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.(B) Subject to the provisions of section 1302.62 of the Revised Code:(1) after rejection any exercise of ownership by the buye…

(A) Subject to any security interest in the buyer as provided in division (C) of section 1302.85 of the Revised Code, 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 his possession or contr…

(A) 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: (1) where the seller could have cured it if state…

(A) Acceptance of goods occurs when the buyer:(1) 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(2) fails to make an effective rejection as provided…

(A) The buyer must pay at the contract rate for any goods accepted.(B) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a non-conformity cannot be revoked because of it unless the acceptance was on the reasonable assumption …

(A) 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:(1) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured; or(2) without discov…

(A) 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 may in writing demand adequate assur…

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 performance by the repudiating party; or(B)…

(A) 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 the repudiation final.(B) Retraction may be by any m…

(A) 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.(B) The buyer may reject any installment which i…

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 sale" term pursuant to section 1302.37 …

(A) 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 reasonable substitute is available,…

Except so far as a seller may have assumed a greater obligation and subject to section 1302.72 of the Revised Code on substituted performance:(A) Delay in delivery or non-delivery in whole or in part by a seller who complies with divisions (B) and (C) of this section is not a bre…

(A) Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 1302.73 of the Revised Code, he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs …

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of sections 1302.01 to 1302.98, inclusive, of the Revised Code.

(A) 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 section 1302.79 of the Revised Code.(B) Where the seller discovers that the buyer has …

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 of the whole contract under section 130…

(A) An aggrieved seller under section 1302.77 of the Revised Code may: (1) 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; (2) treat as the subject of resale goods which have demonstra…

(A) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent as provided in section 1302.76 of the Revised Code and may stop delivery of carload, truckload, planeload, or larger shipments of express or freigh…

(A) Under the conditions stated in section 1302.77 of the Revised Code 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 the seller may recover the dif…

(A) 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 right in goods similar to that of a seller.(B) A per…

(A) Subject to division (B) of this section and to the provisions of section 1302.97 of the Revised Code with respect to proof of market price, the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place f…

(A) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 1302.84 of the Revised Code, the price:(1) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after r…

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 otherwise…

(A) 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, as provided in section 1302.70 of the Revis…

(A) 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.(B) The buyer may recover from the seller as damage…

(A) Subject to the provisions of section 1302.97 of the Revised Code, with respect to proof of market price, the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the co…

(A) Where the buyer has accepted goods and given notification as provided in division (C) of section 1302.65 of the Revised Code, he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined …

(A) 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 cov…

(A) Specific performance may be decreed where the goods are unique or in other proper circumstances.(B) 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.(C) The buyer has a ri…

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.

(A) 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 non-feasibility of otherwise obtain…

(A) Subject to the provisions of divisions (B) and (C) of this section and of section 1302.92 of the Revised Code on liquidation and limitation of damages, both of the following apply:(1) The agreement may provide for remedies in addition to or in substitution for those provided …

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.

Remedies for material misrepresentation or fraud include all remedies available under sections 1302.01 to 1302.98, inclusive, of the Revised Code for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the 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:(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 interest or…

(A) 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, sections 1302.82 or 1302.87 of the Revised Code, shall be determined according to the price of such goods…

(A) An action for breach of any contract for sale must be commenced 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 it.(B) A cause of action accrues whe…