UNIFORM COMMERCIAL CODE
 
 

SECTION 2-703. 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 (Section 2-612), then also with respect to the whole undelivered balance, the aggrieved seller may

(a). withhold delivery of such goods;

(b). stop delivery by any bailee as hereafter provided (Section 2-705);

(c). proceed under the next section respecting goods still unidentified to the contract;

(d). resell and recover damages as hereafter provided (Section 2-706);

(e). recover damages for non-acceptance (Section 2-708) or in a proper case the price (Section 2-709);

(f). cancel.
 
 

SECTION 2-704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
  
(1). An aggrieved seller under the preceding section may

(a). 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;

(b). treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.

(2). Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
 
 

SECTION 2-706. Seller's Resale Including Contract for Resale.   

(1). Under the conditions stated in Section 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 the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (Section 2-710), but less expenses saved in consequence of the buyer's breach.

(2). Except as otherwise provided in subsection (3) 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 parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.

(3). Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.

(4). Where the resale is at public sale

(a). only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and

(b). it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and

(c). if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and

(d). the seller may buy.

(5). A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.

(6). The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of Section 2-711).
 
 

SECTION 2-708. Seller's Damages for Non-acceptance or Repudiation.
  
(1). Subject to subsection (2) and to the provisions of this Article with respect to proof of market price (Section 2-723), the measure of damages for non-acceptance 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 this Article (Section 2-710), but less expenses saved in consequence of the buyer's breach.

(2). If the measure of damages provided in subsection (1) 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 performance by the buyer, together with any incidental damages provided in this Article (Section 2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
 
    

SECTION 2-709. 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 the next section, the price

(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 the circumstances reasonably indicate that such effort will be unavailing.

(2). Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.

(3). After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for non-acceptance under the preceding section.
 
   

SECTION 2-710. 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.
 
   

SECTION 2-711. 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 (Section 2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid

(a). "cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or

(b). recover damages for non-delivery as provided in this Article (Section 2-713).

(2). Where the seller fails to deliver or repudiates the buyer may also

(a). if the goods have been identified recover them as provided in this Article (Section 2-502); or

(b). in a proper case obtain specific performance or replevy the goods as provided in this Article (Section 2-716).

(3). On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2-706).
 
 

SECTION 2-712. "Cover"; Buyer's Procurement of Substitute Goods.
  
(1). 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.

(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 hereinafter defined (Section 2-715), but less expenses saved in consequence of the seller's breach.

(3). Failure of the buyer to effect cover within this section does not bar him from any other remedy.
 
 

SECTION 2-713. Buyer's Damages for Non-Delivery or Repudiation.
  
(1). Subject to the provisions of this Article with respect to proof of market price (Section 2-723), 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 contract price together with any incidental and consequential damages provided in this Article (Section 2-715), but less expenses saved in consequence of the seller's breach.

(2). Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
 
 

SECTION 2-714. Buyer's Damages for Breach in Regard to Accepted Goods.    

(1). Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607) 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 in any manner which is reasonable.

(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 amount.

(3). In a proper case any incidental and consequential damages under the next section may also be recovered.
  
   

SECTION 2-715. Buyer's Incidental and Consequential Damages.
...
(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 (b) injury to person or property proximately resulting from any breach of warranty.