Chapter 72 — Chapter 72
124 sections in this chapter.
ORS 72.5020 Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency. (1) Subject to subsections (2) and (3) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of ORS 72.5010 may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if
0.7K chars
(a) In the case of goods bought for personal, family or household purposes, the seller repudiates or fails to deliver as required by the contract; or (b) In all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price. (2) The buyer…
ORS 72.5030 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 the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular
2.0K chars
(a) Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but (b) Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods. …
ORS 72.5040 Shipment by seller. Where 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
0.7K chars
(1) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and (2) Obtain and promptly deliver or tender in due form any document necess…
ORS 72.5050 Seller’s shipment under reservation. (1) Where the seller has identified goods to the contract by or before shipment
1.1K chars
(a) The procurement by the seller of a negotiable bill of lading to the order of the seller or otherwise reserves in the seller a security interest in the goods. The procurement of the seller of the bill to the order of a financing agency or of the buyer indicates in addition onl…
ORS 72.5060 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 and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer
0.3K chars
(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular. [19…
ORS 72.5070 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 the duty of the buyer to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract
0.3K chars
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, the right of the buyer as against the seller to retain or dispose of them is conditional upon the buyer’s making the payment due. [1961 c.726 §72.5070]
ORS 72.5080 Cure by seller of improper tender or delivery; replacement. (1) Where 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
0.3K chars
(2) Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if the seller seasonably notifies the buyer have a further reasonable time to substitute a conforming tender. […
ORS 72.5090 Risk of loss in the absence of breach. (1) Where the contract requires or authorizes the seller to ship the goods by carrier
1.5K chars
(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 under reservation as provided in ORS 72.5050; but (b) If it does require the seller…
ORS 72.5100 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
0.6K chars
(2) Where the buyer rightfully revokes acceptance the buyer may to the extent of any deficiency in the effective insurance coverage of the buyer treat the risk of loss as having rested on the seller from the beginning. (3) Where the buyer as to conforming goods already identified…
ORS 72.5110 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
0.5K chars
(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 tender and gives any extension of time reasonably necessary to procure it. (3) Subject to the provisions of ORS 73.031…
ORS 72.5120 Payment by buyer before inspection. (1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless
0.4K chars
(a) The nonconformity appears without inspection; or (b) Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of ORS 75.1090. (2) Payment pursuant to subsection (1) of this section does not constitute an acceptance…
ORS 72.5130 Buyer’s right to inspection of goods. (1) Unless otherwise agreed and subject to subsection (3) 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. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival
1.0K chars
(2) Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected. (3) Unless otherwise agreed and subject to the provisions of ORS 72.3210 (3) on C.I.F. contracts, the buyer is not entitled to inspect the good…
ORS 72.5140 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. [1961 c.726 §72.5140]
0.0K chars
[Repealed or reserved.]
ORS 72.5150 Preserving evidence of goods in dispute. In furtherance of the adjustment of any claim or dispute
0.5K chars
(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 possession or control of the other; and (2) The parties may a…
ORS 72.6010 Buyer’s rights on improper delivery. Subject to the provisions of ORS 72.6120 on breach in installment contracts and unless otherwise agreed under ORS 72.7180 and 72.7190 on contractual limitations of remedy, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may
0.1K chars
(1) Reject the whole; or (2) Accept the whole; or (3) Accept any commercial unit or units and reject the rest. [1961 c.726 §72.6010]
ORS 72.6020 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
0.8K chars
(2) Subject to the provisions of ORS 72.6030 and 72.6040 on rejected goods: (a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and (b) If the buyer has before rejection taken physical possession of goo…
ORS 72.6030 Merchant buyer’s duties as to rightfully rejected goods. (1) Subject to any security interest in the buyer as provided in ORS 72.7110 (3), 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 possession or control of the merchant buyer to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller’s account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming
0.6K chars
(2) When the buyer sells goods under subsection (1) of this section, the buyer is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as …
ORS 72.6040 Buyer’s options as to salvage of rightfully rejected goods. Subject to the provisions of ORS 72.6030 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 account with reimbursement as provided in ORS 72.6030. Such action is not acceptance or conversion. [1961 c.726 §72.6040]
0.0K chars
[Repealed or reserved.]
ORS 72.6050 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 the buyer from relying on the unstated defect to justify rejection or to establish breach
0.4K chars
(a) Where the seller could have cured it if stated seasonably; or (b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely. (2) Payment against documents made with…
ORS 72.6060 What constitutes acceptance of goods. (1) Acceptance of goods occurs when the buyer
0.6K chars
(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; or (b) Fails to make an effective rejection as provided in ORS 72.6020 (1), but such acceptanc…
ORS 72.6070 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
2.2K chars
(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does…
ORS 72.6080 Revocation of acceptance in whole or in part. (1) The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it
0.7K chars
(a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or (b) Without discovery of such nonconformity if the acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assuranc…
ORS 72.6090 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 party the other may in writing demand adequate assurance of due performance and until that party receives such assurance may if commercially reasonable suspend any performance for which that party has not already received the agreed return
0.6K chars
(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards. (3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate…
ORS 72.6100 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
0.6K chars
(1) For a commercially reasonable time await performance by the repudiating party; or (2) Resort to any remedy for breach as provided in ORS 72.7030 and 72.7110, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the latter’s p…
ORS 72.6110 Retraction of anticipatory repudiation. (1) Until the repudiating party’s next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that the aggrieved party considers the repudiation final
0.4K chars
(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of ORS 72.6090. (3) Retraction reinstates the repudiating party’s rights unde…
ORS 72.6120 “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
0.9K chars
(2) The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3)…
ORS 72.6130 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 sale” term as provided in ORS 72.3240 then
0.5K chars
(1) If the loss is total the contract is avoided; and (2) If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at the option of the buyer either treat the contract as avoided or accept th…
ORS 72.6140 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 reasonable substitute is available, such substitute performance must be tendered and accepted
0.5K chars
(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been …
ORS 72.6150 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
1.1K chars
(1) Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections (2) and (3) of this section is not a breach of duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurren…
ORS 72.6160 Procedure on notice claiming excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under ORS 72.6150 the buyer may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of ORS 72.6120 relating to breach of installment contracts, then also as to the whole
0.6K chars
(a) Terminate and thereby discharge any unexecuted portion of the contract; or (b) Modify the contract by agreeing to take the available quota in substitution. (2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable …
ORS 72.7010 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. [1961 c.726 §72.7010]
0.0K chars
[Repealed or reserved.]
ORS 72.7020 Seller’s remedies on discovery of buyer’s insolvency. (1) Where 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 ORS 72.7050
0.8K chars
(2) Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three month…
ORS 72.7030 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 of the whole contract as provided in ORS 72.6120, then also with respect to the whole undelivered balance, the aggrieved seller may
0.4K chars
(1) Withhold delivery of such goods. (2) Stop delivery by any bailee as provided in ORS 72.7050. (3) Proceed under ORS 72.7040 respecting goods still unidentified to the contract. (4) Resell and recover damages as provided in ORS 72.7060. (5) Recover damages for nonacceptance as …
ORS 72.7040 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (1) An aggrieved seller under ORS 72.7030 may
0.7K chars
(a) Identify to the contract conforming goods not already identified if at the time the aggrieved seller learned of the breach they are in the possession or control of the aggrieved seller. (b) Treat as the subject of resale goods which have demonstrably been intended for the par…
ORS 72.7050 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 as provided in ORS 72.7020 and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods
1.1K chars
(2) As against such buyer the seller may stop delivery until: (a) Receipt of the goods by the buyer; (b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; (c) Such acknowledgment to the buyer by a carrier by res…
ORS 72.7060 Seller’s resale including contract for resale. (1) Under the conditions stated in ORS 72.7030 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 difference between the resale price and the contract price together with any incidental damages allowed under the provisions of ORS 72.7100, but less expenses saved in consequence of the buyer’s breach
2.0K chars
(2) Except as otherwise provided in subsection (3) of this section or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in par…
ORS 72.7070 “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 the principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller
0.2K chars
(2) A person in the position of a seller may as provided in ORS 72.7050 withhold or stop delivery and resell as provided in ORS 72.7060 and recover incidental damages as provided in ORS 72.7100. [1961 c.726 §72.7070]
ORS 72.7080 Seller’s damages for nonacceptance or repudiation. (1) Subject to subsection (2) of this section and to the provisions of ORS 72.7230 with respect to proof of market price, 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 unpaid contract price together with any incidental damages provided in ORS 72.7100, but less expenses saved in consequence of the buyer’s breach
0.5K chars
(2) If the measure of damages provided in subsection (1) of this section is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full perfo…
ORS 72.7090 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 ORS 72.7100, the price
1.1K chars
(a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and (b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or…
ORS 72.7100 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 return or resale of the goods or otherwise resulting from the breach. [1961 c.726 §72.7100]
0.0K chars
[Repealed or reserved.]
ORS 72.7110 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 if the breach goes to the whole contract as provided in ORS 72.6120, the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much of the price as has been paid
0.9K chars
(a) “Cover” and have damages under ORS 72.7120 as to all the goods affected whether or not they have been identified to the contract; or (b) Recover damages for nondelivery as provided in ORS 72.7130. (2) Where the seller fails to deliver or repudiates the buyer may also: (a) If …
ORS 72.7120 “Cover”; buyer’s procurement of substitute goods. (1) After a breach within ORS 72.7110 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
0.4K chars
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as defined in ORS 72.7150, but less expenses saved in consequence of the seller’s breach. (3) Failure of the …
ORS 72.7130 Buyer’s damages for nondelivery or repudiation. (1) Subject to the provisions of ORS 72.7230 with respect to proof of market price, 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 price together with any incidental and consequential damages provided in ORS 72.7150, but less expenses saved in consequence of the seller’s breach
0.2K chars
(2) Market price is to be determined as of the place for tender or, in case of rejection after arrival or revocation of acceptance, as of the place of arrival. [1961 c.726 §72.7130]
ORS 72.7140 Buyer’s damages for breach in regard to accepted goods. (1) Where the buyer has accepted goods and given notification as provided in ORS 72.6070 (3) 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 reasonable
0.4K chars
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amou…
ORS 72.7150 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, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach
0.4K chars
(2) Consequential damages resulting from the seller’s breach include: (a) Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and …
ORS 72.7160 Buyer’s right to specific performance or replevin. (1) A judgment requiring specific performance may be entered if the goods are unique or in other proper circumstances
0.8K chars
(2) The judgment 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 of replevin for goods identified to the contract if after reasonable effort the buyer is unabl…
ORS 72.7170 Deduction of damages from the price. The buyer on notifying the seller of the intention of the buyer 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. [1961 c.726 §72.7170]
0.0K chars
[Repealed or reserved.]
ORS 72.7180 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, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty
1.3K chars
(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of the buyer’s payments exceeds: (a) The amount to which the seller is entitled by virtue of terms liquidating the selle…
ORS 72.7190 Contractual modification or limitation of remedy. (1) Subject to the provisions of subsections (2) and (3) of this section and of ORS 72.7180 on liquidation and limitation of damages
1.0K chars
(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 of damages recoverable under this chapter, as by limiting the buyer’s remedies to return of the goods and repayment of the price or t…
ORS 72.7200 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 damages for an antecedent breach. [1961 c.726 §72.7200]
0.0K chars
[Repealed or reserved.]