Title 34.1, Title 34.1 — Uniform Commercial Code

Cure by seller of improper tender or delivery; replacement. (a) 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 t…

Risk of loss in the absence of breach. (a) Where the contract requires or authorizes the seller to ship the goods by carrier: (i) 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 …

Effect of breach on risk of loss. (a) 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) Where the buyer rightfully revokes acceptance he may to the ext…

Tender of payment by buyer; payment by check. (a) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (b) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of busin…

Payment by buyer before inspection. (a) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: (i) The nonconformity appears without inspection; or (ii) Despite tender of the required documents the…

Buyer's right to inspection of goods. (a) 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 i…

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 (3) days after presentment; otherwise, only on payment.

Preserving evidence of goods in dispute. (a) In furtherance of the adjustment of any claim or dispute: (i) 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 good…

Buyer's rights on improper delivery. (a) Subject to the provisions of this article on breach in installment contracts (section 34.1-2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 34.1-2-718 and 34.1-2-719) if the goods or the …

Manner and effect of rightful rejection. (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 the two (2) following sections on rejected goods (s…

Merchant buyer's duties as to rightfully rejected goods. (a) Subject to any security interest in the buyer (section 34.1-2-711(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 posses…

Buyer's options as to salvage of rightfully rejected goods. Subject to the provisions of the immediately preceding section 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 se…

Waiver of buyer's objections by failure to particularize. (a) The buyer's failure 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 breac…

What constitutes acceptance of goods. (a) Acceptance of goods occurs when the buyer: (i) 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; or (ii) Fails to…

Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. (a) The buyer must pay at the contract rate for any goods accepted. (b) Acceptance of goods by the buyer precludes rejection of the goo…

Revocation of acceptance in whole or in part. (a) 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: (i) On the reasonable assumption that its nonconformity would be cured and it has no…

Right to adequate assurance of performance. (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…

Anticipatory repudiation. (a) 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: (i) For a commercially reasonable time await performance …

Retraction of anticipatory repudiation. (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 repudiat…

"Installment contract"; breach. (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 m…

Casualty to identified goods. (a) 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"…

Substituted performance. (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…

Excuse by failure of presupposed conditions. (a) Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (i) Delay in delivery or nondelivery in whole or in part by a seller who complies with subdivisions (i…

Procedure on notice claiming excuse. (a) Where the buyer receives notification of a material or indefinite delay of an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency …

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 article.

Seller's remedies on discovery of buyer's insolvency. (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 this article (section 34.1-2-705…

Seller's remedies in general. (a) 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 th…

Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (a) An aggrieved seller under the preceding section may: (i) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are i…

Seller's stoppage of delivery in transit or otherwise. (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 (section 34.1-2-702) and may stop delivery of carload, truckload, planeload or larger shipme…

Seller's resale including contract for resale. (a) Under the conditions stated in section 34.1-2-703 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 …

"Person in the position of a seller". (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…

Seller's damages for nonacceptance or repudiation. (a) Subject to subsection (b) and to the provisions of this article with respect to proof of market price (section 34.1-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the ma…

Action for the price. (a) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price: (i) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time aft…

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 resal…

Buyer's remedies in general; buyer's security interest in rejected goods. (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 brea…

"Cover"; buyer's procurement of substitute goods. (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. (…

Buyer's damages for nondelivery or repudiation. (a) Subject to the provisions of this article with respect to proof of market price (section 34.1-2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time whe…

Buyer's damages for breach in regard to accepted goods. (a) Where the buyer has accepted goods and given notification (section 34.1-2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as det…

Buyer's incidental and consequential damages. (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 …

Buyer's right to specific performance or replevin. (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 reli…

Deduction of damages from the price. 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.

Liquidation or limitation of damages; deposits. (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 inco…

Contractual modification or limitations of remedy. (a) Subject to the provisions of subsections (b) and (c) of this section and of the preceding section on liquidation and limitation of damages: (i) The agreement may provide for remedies in addition to or in substitution for thos…

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 …

Remedies for fraud. Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed incon…

Who can sue third parties for injury to goods. (a) 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: (i) A right of action against the third party is in either party to the contract…