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§ 1501. Effect of sale of goods subject to lien or stoppage in transitu

Subject to the provisions of this chapter, the unpaid seller's right of lien or stoppage in transitu is not affected by any sale, or other disposition of the goods which the buyer may have made, unless the seller has assented thereto.

If, however, a negotiable document of title has been issued for goods, no seller's lien or right of stoppage in transitu shall defeat the right of any purchaser for value in good faith to whom such document has been negotiated, whether such negotiation be prior or subsequent to the notification to the carrier, or other bailee who issued such document, of the seller's claim to a lien or right of stoppage in transitu.

Subchapter V-Action for Breach of Contract

Article A-Remedies of the Seller

§ 1511. Action for the price

(a) Where, under a contract to sell or a sale, the property in the goods has passed to the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the contract or the sale, the seller may maintain an action against him for the price of the goods.

(b) Where, under a contract to sell or a sale, the price is payable on a day certain, irrespective of delivery or of transfer of title, and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain an action for the price, although the property in the goods has not passed, and the goods have not been appropriated to the contract. But it shall be a defense to such an action that the seller at any time before judgment in such action has manifested an inability to perform the contract or the sale on his part or an intention not to perform it.

(c) Although the property in the goods has not passed, if they can not readily be resold for a reasonable price, and if section 1512(d) of this title is not applicable, the seller may offer to deliver the goods to the buyer, and if the buyer refuses to receive them, may notify the buyer that the goods are thereafter held by the seller as bailee for the buyer. Thereafter the seller may treat the goods as the buyer's and may maintain an action for the price.

§ 1512. Action for damages for nonacceptance of goods

(a) Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against him for damages for nonacceptance.

(b) The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer's breach of contract.

(c) Where there is an available market for the goods in question, the measure of damages is, in the absence of special circumstances showing proximate damage of a greater amount, the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at the time of the refusal to accept.

(d) If, while labor or expense of material amount are necessary on the part of the seller to enable him to fulfill his obligations under the contract to sell or the sale, the buyer repudiates the contract or the sale, or notifies the seller to proceed no further therewith, the buyer shall be liable to the seller for no greater damages than the seller would have suffered if he did nothing toward carrying out the contract or the sale after receiving notice of the buyer's repudiation

or countermand. The profit the seller would have made if the contract or the sale had been fully performed shall be considered in estimating such damages.

§ 1513. When seller may rescind contract or sale

Where the goods have not been delivered to the buyer, and the buyer has repudiated the contract to sell or sale, or has manifested his inability to perform his obligations thereunder, or has committed a material breach thereof, the seller may totally rescind the contract or the sale by giving notice of his election so to do to the buyer.

Article B-Remedies of the Buyer

§ 1514. Action for converting or detaining goods

Where the property in the goods has passed to the buyer and the seller wrongfully neglects or refuses to deliver the goods, the buyer may maintain any action allowed by law to the owner of goods of similar kind when wrongfully converted or withheld.

§ 1515. Action for failing to deliver goods

(a) Where the property in the goods has not passed to the buyer, and the seller wrongfully neglects or refuses to deliver the goods, the buyer may maintain an action against the seller for damages for nondelivery.

(b) The measure of damages is the loss directly and naturally resulting in the ordinary course of events from the seller's breach of

contract.

(c) Where there is an available market for the goods in question, the measure of damages, in the absence of special circumstances showing proximate damages of a greater amount, is the difference between the contract price and the market or current price of the goods at the time or times when they ought to have been delivered, or, if no time was fixed, then at the time of the refusal to deliver.

§ 1516. Specific performance

Where the seller has broken a contract to deliver specific or ascertained goods, a court having the powers of a court of equity may, if it thinks fit, on the application of the buyer, by its judgment or decree, direct that the contract shall be performed specifically, without giving the seller the option of retaining the goods on payment of damages. The judgment or decree may be unconditional, or upon such terms and conditions as to damages, payment of the price and otherwise, as to the court may seem just.

§ 1517. Remedies for breach of warranty

(a) Where there is a breach of warranty by the seller, the buyer may, at his election:

(1) accept or keep the goods and set up against the seller the breach of warranty by way of recoupment in diminution or extinction of the price;

(2) except or keep the goods and maintain an action against the seller for damages for the breach of warranty;

(3) refuse to accept the goods, if the property therein has not passed, and maintain an action against the seller for damages for the breach of warranty;

(4) rescind the contract to sell or the sale and refuse to receive the goods, or if the goods have already been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid.

(b) When the buyer has claimed and been granted a remedy in any one of these ways, no other remedy can thereafter be granted.

(c) Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of the breach of warranty when he accepted the goods, or if he fails to notify the seller within a reasonable time of the election to rescind, or if he fails to return or to offer to return the goods to the seller in substantially as good condition as they were in at the time the property was transferred to the buyer. But if deterioration or injury of the goods is due to the breach of warranty, such deterioration or injury shall not prevent the buyer from returning or offering to return the goods to the seller and rescinding the sale.

(d) Where the buyer is entitled to rescind the sale and elects to do so, the buyer shall cease to be liable for the price upon returning or offering to return the goods. If the price or any part thereof has already been paid, the seller shall be liable to repay so much thereof as has been paid, concurrently with the return of the goods, or immediately after an offer to return the goods in exchange for repayment of the price.

(e) Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to accept an offer of the buyer to return the goods, the buyer shall thereafter be deemed to hold the goods as bailee for the seller, but subject to a lien to secure the repayment of any portion of the price which has been paid, and with the remedies for the enforcement of such lien allowed to an unpaid seller by section 1492 of this title.

(f) The measure of damages for breach of warranty is the loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.

(g) In the case of breach of warranty of quality, such loss, in the absence of special circumstances showing proximate damage of a greater amount, is the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty.

§ 1518. Interest and special damages

Nothing in this chapter shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed.

Subchapter VI-Interpretation

§ 1531. Variation of implied obligations

Where any right, duty, or liability would arise under a contract to sell or a sale by implication of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by custom, if the custom be such as to bind both parties to the contract or the sale.

§ 1532. Rights may be enforced by action

Where any right, duty, or liability is declared by this chapter, it may, unless otherwise by this chapter provided, be enforced by action. § 1533. Rules for cases not provided for by this chapter

In any case not provided for in this chapter, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent and to the effect of fraud, misrepresentation, duress or coercion, mistake, or other invalidating cause, shall continue to apply to contracts to sell and sales of goods.

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§ 1534. Interpretation shall give effect to purpose of uniformity This chapter shall be so interpreted and construed as to effectuate its general purpose to make uniform the laws of those States which enact

it.

§ 1535. Provisions not applicable to mortgages

The provisions of this chapter relating to contracts to sell and to sales do not apply, unless so stated, to any transaction in the form of a contract to sell or a sale which is intended to operate by way of mortgage, pledge, charge, or other security.

§ 1536. Definitions

(a) In this chapter, unless the context or subject matter otherwise requires:

"action" includes counterclaim, setoff, and suit in equity;

"buyer" means a person who buys or agrees to buy goods or any legal successor in interest of such person;

"defendant" includes a plaintiff against whom a right of setoff or counterclaim is asserted;

"delivery" means voluntary transfer of possession from one person to another;

"divisible contract to sell or sale" means a contract to sell or a sale in which by its terms the price for a portion or portions of the goods less than the whole is fixed or ascertainable by computation;

"document of title to goods" includes any bill of lading, dock warrant, warehouse receipt or order for the delivery of goods, or any other document used in the ordinary course of business in the sale or transfer of goods, as proof of the possession or control of the goods, or authorizing or purporting to authorize the possessor of the document to transfer or receive, either by indorsement or by delivery, goods represented by such document;

"fault" means wrongful act or default;

"fungible goods" means goods of which any unit is from its nature or by mercantile usage treated as the equivalent of any other unit;

"future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale;

"goods" includes all chattels personal other than things in action and money; the term includes emblements, industrial growing crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale;

"order" in sections of this chapter relating to documents of title means an order by indorsement on the document;

"person" includes a corporation or partnership or two or more persons having a joint or common interest;

"plaintiff" includes defendant asserting a right of setoff or counterclaim;

"property" means the general property in goods, and not merely a special property;

"purchaser" includes mortgagee and pledgee;

"purchases" includes taking as a mortgagee or as a pledgee;

"quality of goods" includes their state or condition;

"sale" includes a bargain and sale as well as a sale and delivery; "seller" means a person who sells or agrees to sell goods, or any legal successor in the interest of such person;

"specific goods" means goods identified and agreed upon at the time a contract to sell or a sale is made;

"value" is any consideration sufficient to support a simple contract; an antecedent or pre-existing claim, whether for money or not, constitutes value where goods or documents of title are taken either in satisfaction thereof or as security therefor.

(b) A thing is done "in good faith" within the meaning of this chapter when it is in fact done honestly, whether it be done negligently or not.

(c) A person is insolvent within the meaning of this chapter who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due, whether he has committed an act of bankruptcy or not, and whether he is insolvent within the meaning of the federal bankruptcy law or not.

(d) Goods are in a "deliverable state" within the meaning of this chapter when they are in such a state that the buyer would, under the contract, be bound to take delivery of them.

§ 1537. Chapter not to affect warehouse laws

This chapter does not repeal or limit sections 1771-1844 of this title. § 1538. Short title

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(1) A contract for the sale of goods under which possession is delivered to the buyer and the property in the goods is to vest in the buyer at a subsequent time upon the payment of part or all of the price, or upon the performance of any other condition or the happening of any contingency; or

(2) A contract for the bailment or leasing of goods by which the bailee or lessee contracts to pay as compensation a sum substantially equivalent to the value of the goods, and by which it is agreed that the bailee or lessee is bound to become, or has the option of becoming, the owner of such goods upon full compliance with the terms of the contract;

"buyer" means the person who buys or hires the goods covered by the conditional sale, or any legal successor in interest of such person; "goods" means all chattels personal other than things in action and money, and includes emblements, industrial growing crops, and things

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