Title 13, COMMERCIAL CODE

(a) Creditor of lessee.--Except as otherwise provided in section 2A306 (relating to priority of certain liens arising by operation of law), a creditor of a lessee takes subject to the lease contract. (b) Creditor of lessor.--Except as otherwise provided in subsection (c) and in s…

(a) Creditor of lessor.--A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in …

(a) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Construction mortgage." A mortgage is a construction mortgage to the extent it secures an obligation incurred for the construction of an improveme…

(a) Definition.--Goods are "accessions" when they are installed in or affixed to other goods. (b) Priority of interest before accession.--The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in th…

Nothing in this division prevents subordination by agreement by any person entitled to priority.

Each provision of this division with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the…

(a) Priority of buyer over unsecured creditors.--Except as provided in subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the rights of the buyer to recover the goods under th…

(a) Transfer of title.--A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good …

(a) General rule.--A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (b) Demand for adequate assurance of performance.--If reasonable grounds for insecurity arise with respect to the performance of…

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may: (1) for a commercially reasonable time, a…

(a) When allowable.--Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has canceled the lease contract or materially changed the aggrieved party's position or otherwise indic…

(a) Manner of delivery.--If, without fault of the lessee, the lessor and the supplier, the agreed berthing, loading or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a …

Subject to section 2A404 (relating to substituted performance), the following rules apply: (1) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (2) and (3) is not a default under the lease contract if performance as agree…

(a) Right of lessee to terminate or modify contract.--If the lessee receives notification of a material or indefinite delay or an allocation justified under section 2A405 (relating to excused performance), the lessee may by written notification to the lessor as to any goods invol…

(a) General rule.--In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods. (b) Effect of irrevocable and independent promise.--A promise that has beco…

(a) General rule.--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 nonconforming and he has an option to return or reject them. Such identific…

(a) General rule.--Subject to subsections (b) and (c) 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 he has a special property under the provisions of section 2501 (relating to insurable interest in goods; manner …

(a) General rule.--Tender of delivery requires that the seller put and hold conforming goods at the disposition of the buyer and give the buyer any notification reasonably necessary to enable him to take delivery. The manner, time and place for tender are determined by the agreem…

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: (1) put the goods in the possession of such a carrier and make such a contract for the…

(a) General rule.--Where the seller has identified goods to the contract by or before shipment: (1) His procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financi…

(a) General rule.--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…

(a) Effect of tender by seller.--Tender of delivery is a condition to the duty of the buyer 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 the contract. (b) Delivery …

(a) General rule.--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 his intention to cure and may then within the contract time make a conforming delivery. …

(a) Seller to ship by carrier.--Where the contract requires or authorizes the seller to ship the goods by carrier: (1) if it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier eve…

(a) Tender of nonconforming goods.--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. (b) Revocation of acceptance by buyer.--Where the buyer rightfully re…

(a) Tender of payment condition to delivery.--Unless otherwise agreed tender of payment is a condition to the duty of the seller to tender and complete any delivery. (b) Manner of tender of payment.--Tender of payment is sufficient when made by any means or in any manner current …

(a) General rule.--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 j…

(a) General rule.--Unless otherwise agreed and subject to subsection (c), 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: (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 pos…

(a) Determination of default.--Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division. (b) Available rights and remedies.--If the lessor or the lessee is in default under the lease contract, the party seeking e…

Except as otherwise provided in this division or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of default or notice of enforcement from the other party to the lease agreement.

(a) Provisions in lease agreements.--Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable unde…

(a) General rule.--Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but only at an amount or …

(a) Cancellation of contract.--On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or performance survives, and the canceling party also retains any remedy for default of the whole leas…

(a) General rule.--An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action accrued. By the original lease contract the parties may reduce the period of limitation to not less than one y…

(a) Rent prevailing; general rule.--Damages based on market rent (section 2A519 or 2A528) are determined according to the rent for the use of the goods concerned for a lease term identical to the remaining lease term of the original lease agreement and prevailing at the times spe…

(a) General rule.--If a lessor fails to deliver the goods in conformity to the lease contract (section 2A509) or repudiates the lease contract (section 2A402), or a lessee rightfully rejects the goods (section 2A509) or justifiably revokes acceptance of the goods (section 2A517),…

(a) General rule.--Subject to the provisions of section 2A510 (relating to installment lease contracts: rejection and default) on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may re…

(a) General rule.--Under an installment lease contract, a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that delivery and cannot be cured or the nonconformity is a defect in the required documents; but if the nonconfo…

(a) General rule.--Subject to any security interest of a lessee (section 2A508(e)), if a lessor or a supplier has no agent or place of business at the market of rejection, a merchant lessee, after rejection of goods in his possession or control, shall follow any reasonable instru…

(a) General rule.--Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 2A511) and subject to any security interest of a lessee (section 2A508(e)): (1) the lessee, after rejection of goods in the lessee's possession, shall hold th…

(a) General rule.--If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may t…

(a) General rule.--In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default: (1) if, stated seasonably, the lessor or the supplie…

(a) General rule.--Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: (1) the lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the …

(a) Payment for accepted goods.--A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. (b) Effect of acceptance on remedies for default.--A lessee's acceptance of goods precludes rej…