Title 13, COMMERCIAL CODE

(a) Specific performance.--Specific performance may be decreed if the goods are unique or in other proper circumstances. (b) Terms and conditions of decree for specific performance.--A decree for specific performance may include any terms and conditions as to payment of the rent,…

(a) General rule.--Subject to subsection (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (section 2A217) on making and keeping good a tender of any unpaid portion of the ren…

(a) General rule.--If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease con…

(a) General rule.--A lessor aggrieved under section 2A523(a) (relating to lessor's remedies) may: (1) identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or …

(a) Insolvency of lessee.--If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. (b) Default by lessee.--After a default by the lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedi…

(a) General rule.--A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload or larger shipments of express or freight if the lessee repudiates or fa…

(a) General rule.--After a default by a lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or after the lessor refuses to deliver or takes possession of goods (section 2A525 or 2A526) or, if agreed, after other defa…

(a) General rule.--Except as otherwise provided with respect to damages liquidated in the lease agreement (section 2A504) or otherwise determined pursuant to agreement of the parties (sections 1302 and 2A523), if a lessor elects to retain the goods or a lessor elects to dispose o…

(a) General rule.--After default by the lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or, if agreed, after other default by the lessee, if the lessor complies with subsection (b), the lessor may recover from th…

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or oth…

(a) General rule.--If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract: (1) the lessor has a right of action against the third party; and (2) the lessee also has a right of action agains…

In addition to any other recovery permitted by this division or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.

Subject to the provisions of this division on breach in installment contracts (section 2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 2718 and 2719), if the goods or the tender of delivery fail in any respect to conform to the …

(a) Time and notice of rejection.--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) Duties of buyer after rightful rejection.--Subject to the provisions of sections 2603 (rel…

(a) General rule.--Subject to any security interest in the buyer (section 2711(c)), 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 control to follow any reasonable instruc…

Subject to the provisions on perishables in section 2603 (relating to duties of merchant buyer as to rightfully rejected goods) if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the account of t…

(a) General rule.--The failure of the buyer to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach: (1) where the seller could have cur…

(a) General rule.--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 nonconformity; (2) fails to make an effective rejectio…

(a) Payment for accepted goods.--The buyer must pay at the contract rate for any goods accepted. (b) Effect of acceptance on remedies for breach.--Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be re…

(a) Grounds for revocation.--The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it: (1) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cur…

(a) General rule.--A contract for sale imposes an obligation on each party that the expectation of the other 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 de…

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 (…

(a) When allowable.--Until the next performance is due by the repudiating party 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) Met…

(a) Definition of "installment contract".--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) Righ…

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 (section 2324) then: (1) if t…

(a) Manner of delivery.--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 sub…

Except so far as a seller may have assumed a greater obligation and subject to section 2614 (relating to substituted performance): (1) Delay in delivery or non-delivery in whole or in part by a seller who complies with paragraphs (2) and (3) is not a breach of his duty under a co…

(a) Right of buyer to terminate or modify contract.--Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 2615 (relating to excuse by failure of presupposed conditions) he may by written notification to the seller as to …

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.

(a) Right to refuse or stop delivery.--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 this division (section 2705). (b) Reclamation of goo…

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 on the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (section 2612)…

(a) Identification and resale of goods.--An aggrieved seller under section 2703 (relating to remedies of seller in general) 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)…

(a) General rule.--The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repud…

(a) General rule.--Under the conditions stated in section 2703 (relating to remedies of seller in general), 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 …

(a) Definition.--A "person in the position of a seller" includes: (1) as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal; or (2) anyone who otherwise holds a security interest or other right in goods similar to tha…

(a) General rule.--Subject to subsection (b) and to the provisions of this division with respect to proof of market price (section 2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tend…

(a) When allowable.--When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 2710 (relating to incidental damages of seller), the price of: (1) goods accepted or conforming goods lost or damaged within a c…

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 breach by the buyer, in connection with return or resale of the goods or otherw…

(a) Cancellation and additional remedies.--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 (sect…

(a) Right and manner of cover.--After a breach within section 2711 (relating to remedies of buyer in general; security interest of buyer in rejected goods) the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purch…

(a) Damages recoverable.--Subject to the provisions of this division with respect to proof of market price (section 2723), 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 brea…

(a) Damages for nonconformity of tender.--Where the buyer has accepted goods and given notification (section 2607(c)) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the breach of the seller as determined in any m…

(a) Incidental damages.--Incidental damages resulting from the breach of the seller include: (1) expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected; (2) any commercially reasonable charges, expenses or commissions…

(a) Specific performance.--Specific performance may be decreed where the goods are unique or in other proper circumstances. (b) Terms and conditions of decree.--The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other…

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) Liquidated damages in agreement.--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 n…