A.R.S. § 47-3405 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3405
47-3405 Employer's responsibility for fraudulent indorsement by employee
Status: in_force

47-3405. Employer's responsibility for fraudulent indorsement by employee

A. In this section:

1. "Employee" includes an independent contractor and employee of an independent contractor retained by the employer.

2. "Fraudulent indorsement" means:

(a) In the case of an instrument payable to the employer, a forged indorsement purporting to be that of the employer; or

(b) In the case of an instrument with respect to which the employer is the issuer, a forged indorsement purporting to be that of the person identified as payee.

3. "Responsibility" with respect to instruments means authority to:

(a) Sign or indorse instruments on behalf of the employer;

(b) Process instruments received by the employer for bookkeeping purposes, for deposit to an account or for other disposition;

(c) Prepare or process instruments for issue in the name of the employer;

(d) Supply information determining the names or addresses of payees of instruments to be issued in the name of the employer;

(e) Control the disposition of instruments to be issued in the name of the employer; or

(f) Act otherwise with respect to instruments in a responsible capacity.

Responsibility does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail, or similar access.

B. For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent indorsement of the instrument, the indorsement is effective as the indorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.

C. Under subsection B, an indorsement is made in the name of the person to whom an instrument is payable if:

1. It is made in a name substantially similar to the name of that person; or

2. The instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.
A.R.S. § 47-5101 — Arizona Code / Title 47 / Chapter 5 / Section 5101
47-5101 Short title
Status: in_force

47-5101. Short title

This chapter may be cited as Uniform Commercial Code--Letters of Credit.
A.R.S. § 47-2A530 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A530
47-2A530 Lessor's incidental damages
Status: in_force

47-2A530. Lessor's incidental damages

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 otherwise resulting from the default.
A.R.S. § 47-2722 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2722
47-2722 Who can sue third parties for injury to goods
Status: in_force

47-2722. Who can sue third parties for injury to goods

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:

1. A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;

2. If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;

3. Either party may with the consent of the other sue for the benefit of whom it may concern.
A.R.S. § 47-4A212 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A212
47-4A212 Liability and duty of receiving bank regarding unaccepted payment order
Status: in_force

47-4A212. Liability and duty of receiving bank regarding unaccepted payment order

If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this chapter, but does not otherwise have any duty to accept a payment order or, before acceptance, to take any action, or refrain from taking action, with respect to the order except as provided in this chapter or by express agreement. Liability based on acceptance arises only when acceptance occurs as stated in section 47-4A209, and liability is limited to that provided in this chapter. A receiving bank is not the agent of the sender or beneficiary of the payment order it accepts, or of any other party to the funds transfer, and the bank owes no duty to any party to the funds transfer except as provided in this chapter or by express agreement.
A.R.S. § 47-2A216 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A216
47-2A216 Third-party beneficiaries of express and implied warranties
Status: in_force

47-2A216. Third-party beneficiaries of express and implied warranties

A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is in the family or household of the lessee or who is a guest in the lessee's home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons. The operation of this section may not be excluded, modified or limited, but an exclusion, modification or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any beneficiary designated under this section.
A.R.S. § 47-8307 — Arizona Code / Title 47 / Chapter 8 / Article 3 / Section 8307
47-8307 Purchaser's right to requisites for registration of transfer
Status: in_force

47-8307. Purchaser's right to requisites for registration of transfer

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
A.R.S. § 47-2A403 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A403
47-2A403 Retraction of anticipatory repudiation
Status: in_force

47-2A403. Retraction of anticipatory repudiation

A. Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.

B. Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under section 47-2A401.

C. Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
A.R.S. § 47-2A523 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A523
47-2A523 Lessor's remedies
Status: in_force

47-2A523. Lessor's remedies

A. 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 contract the value of the whole lease contract is substantially impaired (section 47-2A510), the lessee is in default under the lease contract and the lessor may:

1. Cancel the lease contract (section 47-2A505, subsection A);

2. Proceed respecting goods not identified to the lease contract (section 47-2A524);

3. Withhold delivery of the goods and take possession of goods previously delivered (section 47-2A525);

4. Stop delivery of the goods by any bailee (section 47-2A526);

5. Dispose of the goods and recover damages (section 47-2A527), or retain the goods and recover damages (section 47-2A528), or in a proper case recover rent (section 47-2A529);

6. Exercise any other rights or pursue any other remedies provided in the lease contract.

B. If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection A of this section, the lessor may recover the loss resulting in the ordinary course of events from the lessee's default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee's default.

C. If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:

1. If the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsection A or B of this section; or

2. If the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection B of this section.
A.R.S. § 47-2A531 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A531
47-2A531 Standing to sue third parties for injury to goods
Status: in_force

47-2A531. Standing to sue third parties for injury to goods

A. 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 the lessor has a right of action against the third party, and the lessee also has a right of action against the third party if the lessee:

1. Has a security interest in the goods;

2. Has an insurable interest in the goods; or

3. Bears the risk of loss under the lease contract or has since the injury assumed that risk as against the lessor and the goods have been converted or destroyed.

B. If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the lease contract and there is no arrangement between them for disposition of the recovery, his suit or settlement, subject to his own interest, is as a fiduciary for the other party to the lease contract.

C. Either party with the consent of the other may sue for the benefit of whom it may concern.
A.R.S. § 47-3407 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3407
47-3407 Alteration
Status: in_force

47-3407. Alteration

A. "Alteration" means:

1. An unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or

2. An unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

B. Except as provided in subsection C, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

C. A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith and without notice of the alteration, may enforce rights with respect to the instrument:

1. According to its original terms; or

2. In the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.
A.R.S. § 47-4A406 — Arizona Code / Title 47 / Chapter 4A / Article 4 / Section 4A406
47-4A406 Payment by originator to beneficiary; discharge of underlying obligation
Status: in_force

47-4A406. Payment by originator to beneficiary; discharge of underlying obligation

A. Subject to section 47-4A211, subsection E and section 47-4A405, subsections D and E, the originator of a funds transfer pays the beneficiary of the originator's payment order at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary's bank in the funds transfer and in an amount equal to the amount of the order accepted by the beneficiary's bank, but not more than the amount of the originator's order.

B. If payment under subsection A of this section is made to satisfy an obligation, the obligation is discharged to the same extent discharge would result from payment to the beneficiary of the same amount in money, unless the payment under subsection A of this section was made by a means prohibited by the contract of the beneficiary with respect to the obligation, the beneficiary, within a reasonable time after receiving notice of receipt of the order by the beneficiary's bank, notified the originator of the beneficiary's refusal of the payment, funds with respect to the order were not withdrawn by the beneficiary or applied to a debt of the beneficiary and the beneficiary would suffer a loss that could reasonably have been avoided if payment had been made by a means complying with the contract. If payment by the originator does not result in discharge under this section, the originator is subrogated to the rights of the beneficiary to receive payment from the beneficiary's bank under section 47-4A404, subsection A.

C. For the purpose of determining whether discharge of an obligation occurs under subsection B of this section, if the beneficiary's bank accepts a payment order in an amount equal to the amount of the originator's payment order less charges of one or more receiving banks in the funds transfer, payment to the beneficiary is deemed to be in the amount of the originator's order unless upon demand by the beneficiary the originator does not pay the beneficiary the amount of the deducted charges.

D. Rights of the originator or of the beneficiary of a funds transfer under this section may be varied only by agreement of the originator and the beneficiary.
A.R.S. § 47-2A511 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A511
47-2A511 Merchant lessee's duties as to rightfully rejected goods
Status: in_force

47-2A511. Merchant lessee's duties as to rightfully rejected goods

A. Subject to any security interest of a lessee (section 47-2A508, subsection 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 instructions received from the lessor or the supplier with respect to the goods. In the absence of those instructions, a merchant lessee shall make reasonable efforts to sell, lease or otherwise dispose of the goods for the lessor's account if they threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

B. If a merchant lessee (subsection A of this section) or any other lessee (section 47-2A512) disposes of goods, he is entitled to reimbursement either from the lessor or the supplier or out of the proceeds for reasonable expenses of caring for and disposing of the goods and, if the expenses include no disposition commission, to such commission as is usual in the trade, or if there is none, to a reasonable sum not exceeding ten per cent of the gross proceeds.

C. In complying with this section or section 47-2A512, the lessee is held only to good faith. Good faith conduct hereunder is neither acceptance or conversion nor the basis of an action for damages.

D. A purchaser who purchases in good faith from a lessee pursuant to this section or section 47-2A512 takes the goods free of any rights of the lessor and the supplier even though the lessee fails to comply with one or more of the requirements of this chapter.
A.R.S. § 47-2717 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2717
47-2717 Deduction of damages from the price
Status: in_force

47-2717. 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.
A.R.S. § 47-2610 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2610
47-2610 Anticipatory repudiation
Status: in_force

47-2610. Anticipatory repudiation

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

2. Resort to any remedy for breach (section 47-2703 or 47-2711), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and

3. In either case suspend his own performance or proceed in accordance with the provisions of this chapter on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (section 47-2704).
A.R.S. § 47-8206 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8206
47-8206 Completion or alteration of security certificate
Status: in_force

47-8206. Completion or alteration of security certificate

A. If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:

1. Any person may complete it by filling in the blank as authorized; and

2. Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

B. A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
A.R.S. § 47-3603 — Arizona Code / Title 47 / Chapter 3 / Article 6 / Section 3603
47-3603 Tender of payment
Status: in_force

47-3603. Tender of payment

A. If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.

B. If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument and the tender is refused, there is discharge, to the extent of the amount of the tender, of the obligation of an indorser or accommodation party having a right of recourse with respect to the obligation to which the tender relates.

C. If tender of payment of an amount due on an instrument is made to a person entitled to enforce the instrument, the obligation of the obligor to pay interest after the due date on the amount tendered is discharged. If presentment is required with respect to an instrument and the obligor is able and ready to pay on the due date at every place of payment stated in the instrument, the obligor is deemed to have made tender of payment on the due date to the person entitled to enforce the instrument.
A.R.S. § 47-9104 — Arizona Code / Title 47 / Chapter 9 / Article 1 / Section 9104
47-9104 Control of deposit account
Status: in_force

47-9104. Control of deposit account

A. A secured party has control of a deposit account if:

1. The secured party is the bank with which the deposit account is maintained;

2. The debtor, secured party and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or

3. The secured party becomes the bank's customer with respect to the deposit account.

B. A secured party that has satisfied subsection A has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
A.R.S. § 47-2A218 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A218
47-2A218 Insurance and proceeds
Status: in_force

47-2A218. Insurance and proceeds

A. A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.

B. If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.

C. Notwithstanding a lessee's insurable interest under subsections A and B, the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee.

D. Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

E. The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
A.R.S. § 47-3305 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3305
47-3305 Defenses and claims in recoupment
Status: in_force

47-3305. Defenses and claims in recoupment

A. Except as stated in subsection B of this section, the right to enforce the obligation of a party to pay an instrument is subject to the following:

1. A defense of the obligor based on:

(a) Infancy of the obligor to the extent it is a defense to a simple contract;

(b) Duress, lack of legal capacity or illegality of the transaction which, under other law, nullifies the obligation of the obligor;

(c) Fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms; or

(d) Discharge of the obligor in insolvency proceedings.

2. A defense of the obligor stated in another section of this chapter or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; and

3. A claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument, but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.

B. The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in subsection A, paragraph 1 of this section but is not subject to defenses of the obligor stated in subsection A, paragraph 2 of this section or claims in recoupment stated in subsection A, paragraph 3 of this section against a person other than the holder.

C. Except as stated in subsection D of this section, in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment or claim to the instrument (section 47-3306) of another person, but the other person's claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.

D. In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection A of this section that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy and lack of legal capacity.
A.R.S. § 47-3415 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3415
47-3415 Obligation of indorser
Status: in_force

47-3415. Obligation of indorser

A. Subject to subsections B, C, D and E of this section and to section 47-3419, subsection D, if an instrument is dishonored, an indorser is obliged to pay the amount due on the instrument according to the terms of the instrument at the time it was indorsed, or if the indorser indorsed an incomplete instrument, according to its terms when completed, to the extent stated in sections 47-3115 and 47-3407. The obligation of the indorser is owed to a person entitled to enforce the instrument or to a subsequent indorser who paid the instrument under this section.

B. If an indorsement states that it is made "without recourse" or otherwise disclaims liability of the indorser, the indorser is not liable under subsection A of this section to pay the instrument.

C. If notice of dishonor of an instrument is required by section 47-3503 and notice of dishonor complying with that section is not given to an indorser, the liability of the indorser under subsection A of this section is discharged.

D. If a draft is accepted by a bank after an indorsement is made, the liability of the indorser under subsection A of this section is discharged.

E. If an indorser of a check is liable under subsection A of this section and the check is not presented for payment, or given to a depositary bank for collection, within thirty days after the day the indorsement was made, the liability of the indorser under subsection A of this section is discharged.
A.R.S. § 47-2A520 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A520
47-2A520 Lessee's incidental and consequential damages
Status: in_force

47-2A520. Lessee's incidental and consequential damages

A. Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, expenses or commissions in connection with effecting cover, and any other reasonable expense incident to the default.

B. Consequential damages resulting from a lessor's default include:

1. Any loss resulting from general or particular requirements and needs of which the lessor at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

2. Injury to person or property proximately resulting from any breach of warranty.
A.R.S. § 47-2A406 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A406
47-2A406 Procedure on excused performance
Status: in_force

47-2A406. Procedure on excused performance

A. If the lessee receives notification of a material or indefinite delay or an allocation justified under section 47-2A405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 47-2A510):

1. Terminate the lease contract (section 47-2A505, subsection B); or

2. Except in a finance lease that is not a consumer lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.

B. If, after receipt of a notification from the lessor under section 47-2A405, the lessee fails so to modify the lease agreement within a reasonable time not exceeding thirty days, the lease contract lapses with respect to any deliveries affected.
A.R.S. § 47-2322 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2322
47-2322 Delivery "ex-ship"
Status: in_force

47-2322. Delivery "ex-ship"

A. Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.

B. Under such a term unless otherwise agreed:

1. The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and

2. The risk of loss does not pass to the buyer until the goods leave the ship's tackle or are otherwise properly unloaded.
A.R.S. § 47-2A307 — Arizona Code / Title 47 / Chapter 2A / Article 3 / Section 2A307
47-2A307 Priority of liens arising by attachment or levy on, security interests in and other claims to goods
Status: in_force

47-2A307. Priority of liens arising by attachment or levy on, security interests in and other claims to goods

A. Except as otherwise provided in section 47-2A306, a creditor of a lessee takes subject to the lease contract.

B. Except as otherwise provided in subsection C of this section and in sections 47-2A306 and 47-2A308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.

C. Except as otherwise provided in sections 47-9317, 47-9321 and 47-9323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
A.R.S. § 47-2301 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2301
47-2301 General obligations of parties
Status: in_force

47-2301. General obligations of parties

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
A.R.S. § 47-3110 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3110
47-3110 Identification of person to whom instrument is payable
Status: in_force

47-3110. Identification of person to whom instrument is payable

A. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.

B. If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.

C. A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office or account number. For the purpose of determining the holder of an instrument, the following rules apply:

1. If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.

2. If an instrument is payable to:

(a) A trust, an estate or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative or a successor of either, whether or not the beneficiary or estate is also named;

(b) A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative or a successor of the representative;

(c) A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or

(d) An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office or a successor to the incumbent.

D. If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.
A.R.S. § 47-2210 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2210
47-2210 Delegation of performance; assignment of rights
Status: in_force

47-2210. Delegation of performance; assignment of rights

A. A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

B. Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.

C. The creation, attachment, perfection or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection B unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective, but:

1. The seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and

2. A court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.

D. Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.

E. An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

F. The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 47-2609).
A.R.S. § 47-3416 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3416
47-3416 Transfer warranties
Status: in_force

47-3416. Transfer warranties

A. A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that:

1. The warrantor is a person entitled to enforce the instrument;

2. All signatures on the instrument are authentic and authorized;

3. The instrument has not been altered;

4. The instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor; and

5. The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer.

B. A person to whom the warranties under subsection A are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.

C. The warranties stated in subsection A cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within thirty days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection B is discharged to the extent of any loss caused by the delay in giving notice of the claim.

D. A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.
A.R.S. § 47-3109 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3109
47-3109 Payable to bearer or to order
Status: in_force

47-3109. Payable to bearer or to order

A. A promise or order is payable to bearer if it:

1. States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

2. Does not state a payee; or

3. States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

B. A promise or order that is not payable to bearer is payable to order if it is payable:

1. To the order of an identified person; or

2. To an identified person or order.

A promise or order that is payable to order is payable to the identified person.

C. An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to section 47-3205, subsection A. An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to section 47-3205, subsection B.
A.R.S. § 47-8116 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8116
47-8116 Securities intermediary as purchaser for value
Status: in_force

47-8116. Securities intermediary as purchaser for value

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
A.R.S. § 47-5116 — Arizona Code / Title 47 / Chapter 5 / Section 5116
47-5116 Choice of law and forum
Status: in_force

47-5116. Choice of law and forum

A. The liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in section 47-5104 or by a provision in the person's letter of credit, confirmation or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

B. Unless subsection A of this section applies, the liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person's undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person's undertaking was issued. For the purpose of jurisdiction, choice of law and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.

C. Except as otherwise provided in this subsection, the liability of an issuer, nominated person or adviser is governed by any rules of custom or practice, such as the uniform customs and practice for documentary credits, to which the letter of credit, confirmation or other undertaking is expressly made subject. If this chapter would govern the liability of an issuer, nominated person or adviser under subsection A or B of this section, the relevant undertaking incorporates rules of custom or practice, and there is conflict between this article and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the nonvariable provisions specified in section 47-5103, subsection C.

D. If there is conflict between this chapter and chapter 3, 4, 4A or 9 of this title, this chapter governs.

E. The forum for settling disputes arising out of an undertaking within this article may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection A of this section.
A.R.S. § 47-8105 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8105
47-8105 Notice of adverse claim
Status: in_force

47-8105. Notice of adverse claim

A. A person has notice of an adverse claim if:

1. The person knows of the adverse claim;

2. The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or

3. The person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.

B. Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.

C. An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:

1. One year after a date set for presentment or surrender for redemption or exchange; or

2. Six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.

D. A purchaser of a certificated security has notice of an adverse claim if the security certificate:

1. Whether in bearer or registered form, has been indorsed "for collection" or "for surrender" or for some other purpose not involving transfer; or

2. Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.

E. Filing of a financing statement under chapter 9 of this title is not notice of an adverse claim to a financial asset.
A.R.S. § 47-2106 — Arizona Code / Title 47 / Chapter 2 / Article 1 / Section 2106
47-2106 Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"
Status: in_force

47-2106. Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"

A. In this chapter, unless the context otherwise requires, "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (section 47-2401). A "present sale" means a sale which is accomplished by the making of the contract.

B. Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.

C. "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

D. "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
A.R.S. § 47-2A522 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A522
47-2A522 Lessee's right to goods on lessor's insolvency
Status: in_force

47-2A522. Lessee's right to goods on lessor's insolvency

A. Subject to subsection B of this section 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 47-2A217) on making and keeping good a tender of any unpaid portion of the rent and security due under the lease contract may recover the goods identified from the lessor if the lessor becomes insolvent within ten days after receipt of the first installment of rent and security.

B. A lessee acquires the right to recover goods identified to a lease contract only if they conform to the lease contract.
A.R.S. § 47-8112 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8112
47-8112 Creditor's legal process
Status: in_force

47-8112. Creditor's legal process

A. The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection D. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.

B. The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection D.

C. The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection D.

D. The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.

E. A creditor whose debtor is the owner of a certificated security, uncertificated security or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
A.R.S. § 47-2312 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2312
47-2312 Warranty of title and against infringement; buyer's obligation against infringement
Status: in_force

47-2312. Warranty of title and against infringement; buyer's obligation against infringement

A. Subject to subsection B there is in a contract for sale a warranty by the seller that:

1. The title conveyed shall be good, and its transfer rightful; and

2. The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

B. A warranty under subsection A will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or that he is purporting to sell only such right or title as he or a third person may have.

C. Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.
A.R.S. § 47-2A404 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A404
47-2A404 Substituted performance
Status: in_force

47-2A404. Substituted performance

A. 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 commercially reasonable substitute is available, the substitute performance must be tendered and accepted.

B. If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:

1. The lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and

2. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive or predatory.
A.R.S. § 47-2202 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2202
47-2202 Final written expression: parol or extrinsic evidence
Status: in_force

47-2202. Final written expression: parol or extrinsic evidence

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

1. By course of performance, course of dealing or usage of trade (section 47-1303); and

2. By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
A.R.S. § 47-2A532 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A532
47-2A532 Lessor's rights to residual interest
Status: in_force

47-2A532. Lessor's rights to residual interest

In addition to any other recovery permitted by this chapter 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.
A.R.S. § 47-7506 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7506
47-7506 Delivery without indorsement; right to compel indorsement
Status: in_force

47-7506. Delivery without indorsement; right to compel indorsement

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
A.R.S. § 47-9103 — Arizona Code / Title 47 / Chapter 9 / Article 1 / Section 9103
47-9103 Purchase money security interest; application of payments; burden of establishing
Status: in_force

47-9103. Purchase money security interest; application of payments; burden of establishing

A. In this section:

1. "Purchase money collateral" means goods or software that secures a purchase money obligation incurred with respect to that collateral.

2. "Purchase money obligation" means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

B. A security interest in goods is a purchase money security interest:

1. To the extent that the goods are purchase money collateral with respect to that security interest;

2. If the security interest is in inventory that is or was purchase money collateral, also to the extent that the security interest secures a purchase money obligation incurred with respect to other inventory in which the secured party holds or held a purchase money security interest; and

3. Also to the extent that the security interest secures a purchase money obligation incurred with respect to software in which the secured party holds or held a purchase money security interest.

C. A security interest in software is a purchase money security interest to the extent that the security interest also secures a purchase money obligation incurred with respect to goods in which the secured party holds or held a purchase money security interest if:

1. The debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

2. The debtor acquired its interest in the software for the principal purpose of using the software in the goods.

D. The security interest of a consignor in goods that are the subject of a consignment is a purchase money security interest in inventory.

E. In a transaction other than a consumer goods transaction, if the extent to which a security interest is a purchase money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

1. In accordance with any reasonable method of application to which the parties agree;

2. In the absence of the parties' agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

3. In the absence of an agreement to a reasonable method and a timely manifestation of the obligor's intention, in the following order:

(a) To obligations that are not secured; and

(b) If more than one obligation is secured, to obligations secured by purchase money security interests in the order in which those obligations were incurred.

F. In a transaction other than a consumer goods transaction, a purchase money security interest does not lose its status as such, even if:

1. The purchase money collateral also secures an obligation that is not a purchase money obligation;

2. Collateral that is not purchase money collateral also secures the purchase money obligation; or

3. The purchase money obligation has been renewed, refinanced, consolidated or restructured.

G. In a transaction other than a consumer goods transaction, a secured party claiming a purchase money security interest has the burden of establishing the extent to which the security interest is a purchase money security interest.

H. The limitation of the rules in subsections E, F and G to transactions other than consumer goods transactions is intended to leave to the court the determination of the proper rules in consumer goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer goods transactions and may continue to apply established approaches.
A.R.S. § 47-4109 — Arizona Code / Title 47 / Chapter 4 / Article 1 / Section 4109
47-4109 Delays
Status: in_force

47-4109. Delays

A. Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than a bank, and with or without the approval of any person involved, may waive, modify or extend time limits imposed or permitted by this title for a period not exceeding two additional banking days without discharge of drawers or indorsers or liability to its transferor or a prior party.

B. Delay by a collecting bank or payor bank beyond time limits prescribed or permitted by this title or by instructions is excused if:

1. The delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment or other circumstances beyond the control of the bank; and

2. The bank exercises such diligence as the circumstances require.
A.R.S. § 47-4A201 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A201
47-4A201 Security procedure
Status: in_force

47-4A201. Security procedure

"Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of verifying that a payment order or communication amending or cancelling a payment order is that of the customer or detecting error in the transmission or the content of the payment order or communication. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, callback procedures or similar security devices. Comparison of a signature on a payment order or communication with an authorized specimen signature of the customer is not by itself a security procedure.
A.R.S. § 47-2701 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2701
47-2701 Remedies for breach of collateral contracts not impaired
Status: in_force

47-2701. 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 chapter.
A.R.S. § 47-4A501 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A501
47-4A501 Variation by agreement and effect of funds-transfer system rule
Status: in_force

47-4A501. Variation by agreement and effect of funds-transfer system rule

A. Except as otherwise provided in this chapter, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.

B. "Funds-transfer system rule" means a rule of an association of banks governing transmission of payment orders by means of a funds-transfer system of the association or rights and obligations with respect to those orders or to the extent the rule governs rights and obligations between banks that are parties to a funds transfer in which a federal reserve bank, acting as an intermediary bank, sends a payment order to the beneficiary's bank. Except as otherwise provided in this chapter, a funds-transfer system rule governing rights and obligations between participating banks using the system may be effective even if the rule conflicts with this chapter and indirectly affects another party to the funds transfer who does not consent to the rule. A funds-transfer system rule may also govern rights and obligations of parties other than participating banks using the system to the extent stated in section 47-4A404, subsection C, section 47-4A405, subsection D and section 47-4A507, subsection C.
A.R.S. § 47-2A213 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A213
47-2A213 Implied warranty of fitness for particular purpose
Status: in_force

47-2A213. Implied warranty of fitness for particular purpose

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.
A.R.S. § 47-2201 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2201
47-2201 Formal requirements; statute of frauds
Status: in_force

47-2201. Formal requirements; statute of frauds

A. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.

B. Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection A of this section against such party unless written notice of objection to its contents is given within ten days after it is received.

C. A contract which does not satisfy the requirements of subsection A of this section but which is valid in other respects is enforceable:

1. If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

2. If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

3. With respect to goods for which payment had been made and accepted or which have been received and accepted (section 47-2606).
A.R.S. § 47-2A209 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A209
47-2A209 Lessee under finance lease as beneficiary of supply contract
Status: in_force

47-2A209. Lessee under finance lease as beneficiary of supply contract

A. The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.

B. The extension of the benefit of a supplier's promises and of warranties to the lessee (subsection A) does not:

1. Modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise; or

2. Impose any duty or liability under the supply contract on the lessee.

C. Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.

D. In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection A, the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
A.R.S. § 47-4206 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4206
47-4206 Transfer between banks
Status: in_force

47-4206. Transfer between banks

Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank.
A.R.S. § 47-3114 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3114
47-3114 Contradictory terms of instrument
Status: in_force

47-3114. Contradictory terms of instrument

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
A.R.S. § 47-1306 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1306
47-1306 Waiver or renunciation of claim or right after breach
Status: in_force

47-1306. Waiver or renunciation of claim or right after breach

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
A.R.S. § 47-2507 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2507
47-2507 Effect of seller's tender; delivery on condition
Status: in_force

47-2507. Effect of seller's tender; delivery on condition

A. Tender of delivery is a condition to the buyer's duty 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. Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
A.R.S. § 47-1304 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1304
47-1304 Obligation of good faith
Status: in_force

47-1304. Obligation of good faith

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
A.R.S. § 47-8202 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8202
47-8202 Issuer's responsibility and defenses; notice of defect or defense
Status: in_force

47-8202. Issuer's responsibility and defenses; notice of defect or defense

A. Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.

B. The following rules apply if an issuer asserts that a security is not valid:

1. A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.

2. Paragraph 1 of this subsection applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.

C. Except as otherwise provided in section 47-8205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.

D. All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.

E. This section does not affect the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.

F. If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
A.R.S. § 47-4A210 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A210
47-4A210 Rejection of payment order
Status: in_force

47-4A210. Rejection of payment order

A. A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally, electronically or in writing. A notice of rejection need not use any particular words and is sufficient if it indicates that the receiving bank is rejecting the order or will not execute or pay the order. Rejection is effective when the notice is given if transmission is by a means that is reasonable in the circumstances. If notice of rejection is given by a means that is not reasonable, rejection is effective when the notice is received. If an agreement of the sender and receiving bank establishes the means to be used to reject a payment order:

1. Any means complying with the agreement is reasonable; and

2. Any means not complying is not reasonable unless no significant delay in receipt of the notice resulted from the use of the noncomplying means.

B. This subsection applies if a receiving bank other than the beneficiary's bank fails to execute a payment order despite the existence on the execution date of a withdrawable credit balance in an authorized account of the sender sufficient to cover the order. If the sender does not receive notice of rejection of the order on the execution date and the authorized account of the sender does not bear interest, the bank is obliged to pay interest to the sender on the amount of the order for the number of days elapsing after the execution date to the earlier of the day the order is canceled pursuant to section 47-4A211, subsection D or the day the sender receives notice or learns that the order was not executed, counting the final day of the period as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest is reduced accordingly.

C. If a receiving bank suspends payments, all unaccepted payment orders issued to it are deemed rejected at the time the bank suspends payments.

D. Acceptance of a payment order precludes a later rejection of the order. Rejection of a payment order precludes a later acceptance of the order.
A.R.S. § 47-5114 — Arizona Code / Title 47 / Chapter 5 / Section 5114
47-5114 Assignment of proceeds
Status: in_force

47-5114. Assignment of proceeds

A. In this section, "proceeds of a letter of credit" means the cash, check, accepted draft or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary's drawing rights or documents presented by the beneficiary.

B. A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.

C. An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.

D. An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.

E. Rights of a transferee beneficiary or nominated person are independent of the beneficiary's assignment of the proceeds of a letter of credit and are superior to the assignee's right to the proceeds.

F. Neither the rights recognized by this section between an assignee and an issuer, transferee beneficiary or nominated person nor the issuer's or nominated person's payment of proceeds to an assignee or a third person affects the rights between the assignee and any person other than the issuer, transferee beneficiary or nominated person.  The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary's rights to proceeds is governed by chapter 9 of this title or other law. Against persons other than the issuer, transferee beneficiary or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary's right to proceeds and its perfection are governed by chapter 9 of this title or other law.
A.R.S. § 47-3312 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3312
47-3312 Lost, destroyed or stolen cashier's check, teller's check or certified check
Status: in_force

47-3312. Lost, destroyed or stolen cashier's check, teller's check or certified check

A.  In this section:

1. "Check" means a cashier's check, teller's check or certified check.

2. "Claimant" means a person who claims the right to receive the amount of a cashier's check, teller's check or certified check that was lost, destroyed or stolen.

3. "Declaration of loss" means a written statement, made under penalty of perjury, to the effect that all of the following:

(a) The declarer lost possession of a check.

(b) The declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier's check or teller's check.

(c) The loss of possession was not the result of a transfer by the declarer or a lawful seizure.

(d) The declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

4. "Obligated bank" means the issuer of a cashier's check or teller's check or the acceptor of a certified check.

B. A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if all of the following:

1. The claimant is the drawer or payee of a certified check or the remitter or payee of a cashier's check or teller's check.

2. The communication contains or is accompanied by a declaration of loss of the claimant with respect to the check.

3. The communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid.

4. The claimant provides reasonable identification if requested by the obligated bank.

C. Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration.  If a claim is asserted in compliance with subsection B of this section, the following rules apply:

1. The claim becomes enforceable at the later of either of the following:

(a) The time the claim is asserted.

(b) The ninetieth day following the date of the check, in the case of a cashier's check or teller's check, or the ninetieth day following the date of the acceptance, in the case of a certified check.

2. Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller's check, may permit the drawee to pay the check.  Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check.

3. If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check.

4. When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check.  Subject to section 47-4302, subsection A, paragraph 1, payment to the claimant discharges all liability of the obligated bank with respect to the check.

D. If the obligated bank pays the amount of a check to a claimant under subsection C, paragraph 4 of this section and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to either:

1. Refund the payment to the obligated bank if the check is paid.

2. Pay the amount of the check to the person having rights of a holder in due course if the check is dishonored.

E. If a claimant has the right to assert a claim under subsection B of this section and is also a person entitled to enforce a cashier's check, teller's check or certified check which is lost, destroyed or stolen, the claimant may assert rights with respect to the check either under this section or section 47-3309.
A.R.S. § 47-2715 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2715
47-2715 Buyer's incidental and consequential damages
Status: in_force

47-2715. 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 commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

B. Consequential damages resulting from the seller's breach include:

1. 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

2. Injury to person or property proximately resulting from any breach of warranty.
A.R.S. § 47-3113 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3113
47-3113 Date of instrument
Status: in_force

47-3113. Date of instrument

A. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 47-4401, subsection C, an instrument payable on demand is not payable before the date of the instrument.

B. If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
A.R.S. § 47-7601 — Arizona Code / Title 47 / Chapter 7 / Article 6 / Section 7601
47-7601 Lost, stolen or destroyed documents of title
Status: in_force

47-7601. Lost, stolen or destroyed documents of title

A. If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order.  If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss.  If the document was nonnegotiable, the court may require security.  The court may also order payment of the bailee's reasonable costs and attorney fees in any action under this subsection.

B. A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby.  If the delivery is not in good faith, the bailee is liable for conversion.  Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery that files a notice of claim within one year after the delivery.
A.R.S. § 47-4212 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4212
47-4212 Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser
Status: in_force

47-4212. Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser

A. Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party to accept or pay a written notice that the bank holds the item for acceptance or payment. The notice must be sent in time to be received on or before the day when presentment is due and the bank must meet any requirement of the party to accept or pay under section 47-3501 by the close of the bank's next banking day after it knows of the requirement.

B. If presentment is made by notice and payment, acceptance or request for compliance with a requirement under section 47-3501 is not received by the close of business on the day after maturity or, in the case of demand items, by the close of business on the third banking day after notice was sent, the presenting bank may treat the item as dishonored and charge any drawer or indorser by sending it notice of the facts.
A.R.S. § 47-2A206 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A206
47-2A206 Offer and acceptance in formation of lease contract
Status: in_force

47-2A206. Offer and acceptance in formation of lease contract

A. Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.

B. If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
A.R.S. § 47-1105 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1105
47-1105 Severability
Status: in_force

47-1105. Severability

If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title that can be given effect without the invalid provision or application and to this end the provisions of this title are severable.
A.R.S. § 47-2708 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2708
47-2708 Seller's damages for non-acceptance or repudiation
Status: in_force

47-2708. Seller's damages for non-acceptance or repudiation

A. Subject to subsection B of this section and to the provisions of this chapter with respect to proof of market price (section 47-2723), 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 chapter (section 47-2710), but less expenses saved in consequence of the buyer's breach.

B. If the measure of damages provided in subsection A of this section 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 chapter (section 47-2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
A.R.S. § 47-1102 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1102
47-1102 Scope of chapter
Status: in_force

47-1102. Scope of chapter

This chapter applies to a transaction to the extent that it is governed by another chapter of this title.
A.R.S. § 47-2317 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2317
47-2317 Cumulation and conflict of warranties express or implied
Status: in_force

47-2317. Cumulation and conflict of warranties express or implied

Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:

1. Exact or technical specifications displace an inconsistent sample or model or general language of description.

2. A sample from an existing bulk displaces inconsistent general language of description.

3. Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
A.R.S. § 47-2713 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2713
47-2713 Buyer's damages for non-delivery or repudiation
Status: in_force

47-2713. Buyer's damages for non-delivery or repudiation

A. Subject to the provisions of this chapter with respect to proof of market price (section 47-2723), 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 chapter (section 47-2715), but less expenses saved in consequence of the seller's breach.

B. 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.
A.R.S. § 47-4A102 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A102
47-4A102 Subject matter
Status: in_force

47-4A102. Subject matter

Except as otherwise provided in section 47-4A108 this chapter applies to funds transfers defined in section 47-4A104.
A.R.S. § 47-3604 — Arizona Code / Title 47 / Chapter 3 / Article 6 / Section 3604
47-3604 Discharge by cancellation or renunciation
Status: in_force

47-3604. Discharge by cancellation or renunciation

A. A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument:

1. By an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation or cancellation of the instrument, cancellation or striking out of the party's signature or the addition of words to the instrument indicating discharge; or

2. By agreeing not to sue or otherwise renouncing rights against the party by a signed writing.

B. Cancellation or striking out of an indorsement pursuant to subsection A does not affect the status and rights of a party derived from the indorsement.
A.R.S. § 47-4405 — Arizona Code / Title 47 / Chapter 4 / Article 4 / Section 4405
47-4405 Death or incompetence of customer
Status: in_force

47-4405. Death or incompetence of customer

A. A payor or collecting bank's authority to accept, pay or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incompetence of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incompetence. Neither death nor incompetence of a customer revokes the authority to accept, pay, collect or account until the bank knows of the fact of death or of an adjudication of incompetence and has reasonable opportunity to act on it.

B. Even with knowledge, a bank may for ten days after the date of death pay or certify checks drawn on or before that date unless ordered to stop payment by a person claiming an interest in the account.
A.R.S. § 47-2310 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2310
47-2310 Open time for payment or running of credit; authority to ship under reservation
Status: in_force

47-2310. Open time for payment or running of credit; authority to ship under reservation

Unless otherwise agreed:

1. Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and

2. If the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 47-2513); and

3. If delivery is authorized and made by way of documents of title otherwise than by paragraph 2 then payment is due regardless of where the goods are to be received:

(a) At the time and place at which the buyer is to receive delivery of the tangible documents; or

(b) At the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or, if none, the seller's residence; and

4. Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.
A.R.S. § 47-8503 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8503
47-8503 Property interest of entitlement holder in financial asset held by securities intermediary
Status: in_force

47-8503. Property interest of entitlement holder in financial asset held by securities intermediary

A. To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in section 47-8511.

B. An entitlement holder's property interest with respect to a particular financial asset under subsection A of this section is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

C. An entitlement holder's property interest with respect to a particular financial asset under subsection A of this section may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under sections 47-8505 through 47-8508.

D. An entitlement holder's property interest with respect to a particular financial asset under subsection A of this section may be enforced against a purchaser of the financial asset or interest therein only if:

1. Insolvency proceedings have been initiated by or against the securities intermediary;

2. The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

3. The securities intermediary violated its obligations under section 47-8504 by transferring the financial asset or interest therein to the purchaser; and

4. The purchaser is not protected under subsection E of this section. The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

E. An action based on the entitlement holder's property interest with respect to a particular financial asset under subsection A of this section, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under section 47-8504.
A.R.S. § 47-8507 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8507
47-8507 Duty of securities intermediary to comply with entitlement order
Status: in_force

47-8507. Duty of securities intermediary to comply with entitlement order

A. A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:

1. The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

2. In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.

B. If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
A.R.S. § 47-2320 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2320
47-2320 C.I.F. and C. & F. terms
Status: in_force

47-2320. C.I.F. and C. & F. terms

A. The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.

B. Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his own expense and risk to:

1. Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and

2. Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and

3. Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and

4. Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and

5. Forward and tender with commercial promptness all the documents in due form and with any indorsement necessary to perfect the buyer's rights.

C. Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.

D. Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
A.R.S. § 47-8403 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8403
47-8403 Demand that issuer not register transfer
Status: in_force

47-8403. Demand that issuer not register transfer

A. A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

B. If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

1. The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;

2. A demand that the issuer not register transfer had previously been received; and

3. The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

C. The period described in subsection B, paragraph 3 may not exceed thirty days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

D. An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective indorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:

1. Obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or

2. File with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

E. This section does not relieve an issuer from liability for registering transfer pursuant to an indorsement or instruction that was not effective.
A.R.S. § 47-2604 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2604
47-2604 Buyer's options as to salvage of rightfully rejected goods
Status: in_force

47-2604. Buyer's options as to salvage of rightfully rejected goods

Subject to the provisions of section 47-2603 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 seller's account or reship them to him or resell them for the seller's account with reimbursement as provided in section 47-2603. Such action is not acceptance or conversion.
A.R.S. § 47-3119 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3119
47-3119 Notice of right to defend action
Status: in_force

47-3119. Notice of right to defend action

In an action for breach of an obligation for which a third person is answerable over pursuant to this chapter or chapter 4 of this title, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.
A.R.S. § 47-5118 — Arizona Code / Title 47 / Chapter 5 / Section 5118
47-5118 Security interest of issuer or nominated person
Status: in_force

47-5118. Security interest of issuer or nominated person

A. An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

B. As long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection A of this section, the security interest continues and is subject to chapter 9 of this title, but:

1. A security agreement is not necessary to make the security interest enforceable under section 47-9203, subsection B, paragraph 3;

2. If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

3. If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument or a letter of credit, the security interest is perfected and has priority over conflicting security interest in the document as long as the debtor does not have possession of the document.
A.R.S. § 47-7208 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7208
47-7208 Altered warehouse receipts
Status: in_force

47-7208. Altered warehouse receipts

If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized.  Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.
A.R.S. § 47-3205 — Arizona Code / Title 47 / Chapter 3 / Article 2 / Section 3205
47-3205 Special indorsement; blank indorsement; anomalous indorsement
Status: in_force

47-3205. Special indorsement; blank indorsement; anomalous indorsement

A. If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a "special indorsement". When specially indorsed, an instrument becomes payable to the identified person and may be negotiated only by the indorsement of that person. The principles stated in section 47-3110 apply to special indorsements.

B. If an indorsement is made by the holder of an instrument and it is not a special indorsement, it is a "blank indorsement". When indorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially indorsed.

C. The holder may convert a blank indorsement that consists only of a signature into a special indorsement by writing, above the signature of the indorser, words identifying the person to whom the instrument is made payable.

D. "Anomalous indorsement" means an indorsement made by a person who is not the holder of the instrument. An anomalous indorsement does not affect the manner in which the instrument may be negotiated.
A.R.S. § 47-7304 — Arizona Code / Title 47 / Chapter 7 / Article 3 / Section 7304
47-7304 Tangible bills of lading in a set
Status: in_force

47-7304. Tangible bills of lading in a set

A. Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.

B. If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill.

C. If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier's obligation by surrendering its part.

D. A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.

E. The bailee shall deliver in accordance with article 4 of this chapter against the first presented part of a tangible bill of lading lawfully issued in a set.  Delivery in this manner discharges the bailee's obligation on the whole bill.
A.R.S. § 47-4A507 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A507
47-4A507 Choice of law
Status: in_force

47-4A507. Choice of law

A. The following rules apply unless the affected parties otherwise agree or subsection C applies:

1. The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.

2. The rights and obligations between the beneficiary's bank and the beneficiary are governed by the law of the jurisdiction in which the beneficiary's bank is located.

3. The issue of when payment is made pursuant to a funds transfer by the originator to the beneficiary is governed by the law of the jurisdiction in which the beneficiary's bank is located.

B. If the parties described in each paragraph of subsection A have made an agreement selecting the law of a particular jurisdiction to govern rights and obligations between each other, the law of that jurisdiction governs those rights and obligations, whether or not the payment order or the funds transfer bears a reasonable relation to that jurisdiction.

C. A funds-transfer system rule may select the law of a particular jurisdiction to govern rights and obligations between participating banks with respect to payment orders transmitted or processed through the system or the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system. A choice of law made to govern rights and obligations between participating banks with respect to payment orders transmitted or processed through the system is binding on participating banks. A choice of law made to govern the rights and obligations of some or all parties to a funds transfer any part of which is carried out by means of the system is binding on the originator, other sender, or a receiving bank having notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system when the originator, other sender or receiving bank issued or accepted a payment order. The beneficiary of a funds transfer is bound by the choice of law if, when the funds transfer is initiated, the beneficiary has notice that the funds-transfer system might be used in the funds transfer and of the choice of law by the system. The law of a jurisdiction selected pursuant to this subsection may govern, whether or not that law bears a reasonable relation to the matter in issue.

D. In the event of inconsistency between an agreement under subsection B and a choice-of-law rule under subsection C, the agreement under subsection B prevails.

E. If a funds transfer is made by use of more than one funds-transfer system and there is inconsistency between choice-of-law rules of the systems, the matter in issue is governed by the law of the selected jurisdiction that has the most significant relationship to the matter in issue.
A.R.S. § 47-2710 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2710
47-2710 Seller's incidental damages
Status: in_force

47-2710. 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.
A.R.S. § 47-8504 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8504
47-8504 Duty of securities intermediary to maintain financial asset
Status: in_force

47-8504. Duty of securities intermediary to maintain financial asset

A. A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.

B. Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection A.

C. A securities intermediary satisfies the duty in subsection A if:

1. The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

2. In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.

D. This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
A.R.S. § 47-2504 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2504
47-2504 Shipment by seller
Status: in_force

47-2504. Shipment by seller

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 their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and

2. Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

3. Promptly notify the buyer of the shipment. Failure to notify the buyer under paragraph 3 or to make a proper contract under paragraph 1 is a ground for rejection only if material delay or loss ensues.
A.R.S. § 47-1301 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1301
47-1301 Territorial applicability; parties' power to choose applicable law
Status: in_force

47-1301. Territorial applicability; parties' power to choose applicable law

A. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.

B. In the absence of an agreement effective under subsection A of this section, and except as provided in subsection C of this section, this title applies to transactions bearing an appropriate relation to this state.

C. To the extent that this title governs a transaction, if one of the following sections of this title specifies the applicable law, that section governs and a contrary agreement is effective only to the extent permitted by the law so specified:

1. Section 47-2402.

2. Sections 47-2A105 and 47-2A106.

3. Section 47-4102.

4. Section 47-4A507.

5. Section 47-5116.

6. Section 47-8110.

7. Sections 47-9301 through 47-9307.
A.R.S. § 47-2613 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2613
47-2613 Casualty to identified goods
Status: in_force

47-2613. Casualty to identified goods

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 47-2324) then:

1. If the loss is total the contract is avoided; and

2. If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
A.R.S. § 47-9106 — Arizona Code / Title 47 / Chapter 9 / Article 1 / Section 9106
47-9106 Control of investment property
Status: in_force

47-9106. Control of investment property

A. A person has control of a certificated security, uncertificated security or security entitlement as provided in section 47-8106.

B. A secured party has control of a commodity contract if:

1. The secured party is the commodity intermediary with which the commodity contract is carried; or

2. The commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.

C. A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
A.R.S. § 47-3203 — Arizona Code / Title 47 / Chapter 3 / Article 2 / Section 3203
47-3203 Transfer of instrument; rights acquired by transfer
Status: in_force

47-3203. Transfer of instrument; rights acquired by transfer

A. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.

B. Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.

C. Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of indorsement by the transferor, the transferee has a specifically enforceable right to the unqualified indorsement of the transferor, but negotiation of the instrument does not occur until the indorsement is made.

D. If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this chapter and has only the rights of a partial assignee.
A.R.S. § 47-7106 — Arizona Code / Title 47 / Chapter 7 / Article 1 / Section 7106
47-7106 Control of electronic document of title
Status: in_force

47-7106. Control of electronic document of title

A. A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued or transferred.

B. A system satisfies subsection A and a person is deemed to have control of an electronic document of title if the document is created, stored and assigned in such a manner that:

1. A single authoritative copy of the document exists that is unique, identifiable and, except as otherwise provided in paragraphs 4, 5, and 6, unalterable;

2. The authoritative copy identifies the person asserting control as:

(a) The person to which the document was issued; or

(b) If the authoritative copy indicates that the document has been transferred, the person to which the document was most recently transferred;

3. The authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;

4. Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;

5. Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

6. Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
A.R.S. § 47-7207 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7207
47-7207 Goods must be kept separate; fungible
Status: in_force

47-7207. Goods must be kept separate; fungible

A. Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods.  However, different lots of fungible goods may be commingled.

B. If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner's share.  If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.
A.R.S. § 47-3116 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3116
47-3116 Joint and several liability; contribution
Status: in_force

47-3116. Joint and several liability; contribution

A. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.

B. Except as provided in section 47-3419, subsection E or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

C. Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection B of this section of a party having the same joint and several liability to receive contribution from the party discharged.
A.R.S. § 47-2A508 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A508
47-2A508 Lessee's remedies
Status: in_force

47-2A508. Lessee's remedies

A. If a lessor fails to deliver the goods in conformity to the lease contract (section 47-2A509) or repudiates the lease contract (section 47-2A402), or a lessee rightfully rejects the goods (section 47-2A509) or justifiably revokes acceptance of the goods (section 47-2A517), then with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (section 47-2A510), the lessor is in default under the lease contract and the lessee may:

1. Cancel the lease contract (section 47-2A505, subsection A);

2. Recover so much of the rent and security as has been paid and is just under the circumstances;

3. Cover and recover damages as to all goods affected whether or not they have been identified to the lease contract (sections 47-2A518 and 47-2A520), or recover damages for nondelivery (sections 47-2A519 and 47-2A520);

4. Exercise any other rights or pursue any other remedies provided in the lease contract.

B. If a lessor fails to deliver the goods in conformity to the lease contract or repudiates the lease contract, the lessee may also:

1. If the goods have been identified, recover them (section 47-2A522); or

2. In a proper case, obtain specific performance or replevy the goods (section 47-2A521).

C. If a lessor is otherwise in default under a lease contract, the lessee may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease, and in section 47-2A519, subsection C.

D. If a lessor has breached a warranty, whether express or implied, the lessee may recover damages (section 47-2A519, subsection D).

E. On rightful rejection or justifiable revocation of acceptance, a lessee has a security interest in goods in the lessee's possession or control for any rent and security that has been paid and any expenses reasonably incurred in their inspection, receipt, transportation, and care and custody and may hold those goods and dispose of them in good faith and in a commercially reasonable manner, subject to section 47-2A527, subsection E.

F. Subject to the provisions of section 47-2A407, a lessee, on notifying the lessor of the lessee's intention to do so, may deduct all or any part of the damages resulting from any default under the lease contract from any part of the rent still due under the same lease contract.
A.R.S. § 47-2204 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2204
47-2204 Formation in general
Status: in_force

47-2204. Formation in general

A. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

B. An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

C. Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
A.R.S. § 47-4210 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4210
47-4210 Security interest of collecting bank in items, accompanying documents and proceeds
Status: in_force

47-4210. Security interest of collecting bank in items, accompanying documents and proceeds

A. A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:

1. In case of an item deposited in an account, to the extent to which credit given for the item has been withdrawn or applied;

2. In case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; or

3. If it makes an advance on or against the item.

B. If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part, the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.

C. Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents and proceeds. So long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues to that extent and is subject to chapter 9 of this title, but:

1. No security agreement is necessary to make the security interest enforceable (section 47-9203, subsection B, paragraph 3, subdivision (a));

2. No filing is required to perfect the security interests; and

3. The security interest has priority over conflicting perfected security interests in the item, accompanying documents or proceeds.
A.R.S. § 47-7504 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7504
47-7504 Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery
Status: in_force

47-7504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery

A. A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.

B. In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:

1. By those creditors of the transferor that could treat the transfer as void under section 47-2402 or 47-2A308;

2. By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights;

3. By a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or

4. As against the bailee, by good faith dealings of the bailee with the transferor.

C. A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading that causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.

D. Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under section 47-2705 or a lessor under section 47-2A526, subject to the requirements of due notification in those sections. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
A.R.S. § 47-2703 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2703
47-2703 Seller's remedies in general
Status: in_force

47-2703. 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 47-2612), then also with respect to the whole undelivered balance, the aggrieved seller may:

1. Withhold delivery of such goods.

2. Stop delivery by any bailee as hereafter provided (section 47-2705).

3. Proceed under section 47-2704 respecting goods still unidentified to the contract.

4. Resell and recover damages as hereafter provided (section 47-2706).

5. Recover damages for non-acceptance (section 47-2708) or in a proper case the price (section 47-2709).

6. Cancel.
A.R.S. § 47-8509 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8509
47-8509 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder
Status: in_force

47-8509. Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder

A. If the substance of a duty imposed upon a securities intermediary by sections 47-8504 through 47-8508 is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.

B. To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.

C. The obligation of a securities intermediary to perform the duties imposed by sections 47-8504 through 47-8508 is subject to:

1. Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and

2. Rights of the securities intermediary under other law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.

D. Sections 47-8504 through 47-8508 do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.
A.R.S. § 47-4403 — Arizona Code / Title 47 / Chapter 4 / Article 4 / Section 4403
47-4403 Customer's right to stop payment; burden of proof of loss
Status: in_force

47-4403. Customer's right to stop payment; burden of proof of loss

A. A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer's account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in section 47-4303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.

B. A stop-payment order is effective for six months, but it lapses after fourteen calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six month periods by a writing given to the bank within a period during which the stop-payment order is effective.

C. The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under section 47-4402.
A.R.S. § 47-7101 — Arizona Code / Title 47 / Chapter 7 / Article 1 / Section 7101
47-7101 Short title
Status: in_force

47-7101. Short title

This chapter may be cited as uniform commercial code-documents of title.
A.R.S. § 47-4A401 — Arizona Code / Title 47 / Chapter 4A / Article 4 / Section 4A401
47-4A401 Payment date
Status: in_force

47-4A401. Payment date

"Payment date" of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary's bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary's bank and, unless otherwise determined, is the day the order is received by the beneficiary's bank.
A.R.S. § 47-3106 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3106
47-3106 Unconditional promise or order
Status: in_force

47-3106. Unconditional promise or order

A. Except as provided in this section, for the purposes of section 47-3104, subsection A, a promise or order is unconditional unless it states:

1. An express condition to payment;

2. That the promise or order is subject to or governed by another writing; or

3. That rights or obligations with respect to the promise or order are stated in another writing.

A reference to another writing does not of itself make the promise or order conditional.

B. A promise or order is not made conditional:

1. By a reference to another writing for a statement of rights with respect to collateral, prepayment or acceleration; or

2. Because payment is limited to resort to a particular fund or source.

C. If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 47-3104, subsection A. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

D. If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 47-3104, subsection A, but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
A.R.S. § 47-8401 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8401
47-8401 Duty of issuer to register transfer
Status: in_force

47-8401. Duty of issuer to register transfer

A. If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

1. Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

2. The indorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

3. Reasonable assurance is given that the indorsement or instruction is genuine and authorized in accordance with section 47-8402;

4. Any applicable law relating to the collection of taxes has been complied with;

5. The transfer does not violate any restriction on transfer imposed by the issuer in accordance with section 47-8204;

6. A demand that the issuer not register transfer has not become effective under section 47-8403, or the issuer has complied with section 47-8403, subsection B but no legal process or indemnity bond is obtained as provided in section 47-8403, subsection D; and

7. The transfer is in fact rightful or is to a protected purchaser.

B. If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.
A.R.S. § 47-2102 — Arizona Code / Title 47 / Chapter 2 / Article 1 / Section 2102
47-2102 Scope; certain security and other transactions excluded from this chapter
Status: in_force

47-2102. Scope; certain security and other transactions excluded from this chapter

Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
A.R.S. § 47-1302 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1302
47-1302 Variation by agreement
Status: in_force

47-1302. Variation by agreement

A. Except as otherwise provided in subsection B or elsewhere in this title, the effect of provisions of this title may be varied by agreement.

B. The obligations of good faith, diligence, reasonableness and care prescribed by this title may not be disclaimed by agreement.  The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable.  Whenever this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

C. The presence in certain provisions of this title of the phrase "unless otherwise agreed", or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
A.R.S. § 47-2311 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2311
47-2311 Options and cooperation respecting performance
Status: in_force

47-2311. Options and cooperation respecting performance

A. An agreement for sale which is otherwise sufficiently definite (subsection C of section 47-2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

B. Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in paragraph 3 of subsection A and all of subsection C of section 47-2319 specifications or arrangements relating to shipment are at the seller's option.

C. Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

1. Is excused for any resulting delay in his own performance; and

2. May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.
A.R.S. § 47-2324 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2324
47-2324 "No arrival, no sale" term
Status: in_force

47-2324. "No arrival, no sale" term

Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed:

1. The seller must properly ship conforming goods and if they arrive by any means he must tender them on arrival but he assumes no obligation that the goods will arrive unless he has caused the non-arrival; and

2. Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (section 47-2613).
A.R.S. § 47-4401 — Arizona Code / Title 47 / Chapter 4 / Article 4 / Section 4401
47-4401 When bank may charge customer's account
Status: in_force

47-4401. When bank may charge customer's account

A. A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.

B. A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.

C. A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in section 47-4403, subsection B for stop-payment orders and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in section 47-4303. If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under section 47-4402.

D. A bank that in good faith makes payment to a holder may charge the indicated account of its customer according to:

1. The original terms of the altered item; or

2. The terms of the completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.
A.R.S. § 47-3118 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3118
47-3118 Statute of limitations
Status: in_force

47-3118. Statute of limitations

A. Except as provided in subsection E, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.

B. Except as provided in subsection D or E, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within six years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of ten years.

C. Except as provided in subsection D, an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or ten years after the date of the draft, whichever period expires first.

D. An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller's check, cashier's check or traveler's check must be commenced within three years after demand for payment is made to the acceptor or issuer, as the case may be.

E. An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the six year period begins when a demand for payment is in effect and the due date has passed.

F. An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced:

1. Within six years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time; or

2. Within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.

G. Unless governed by other law regarding claims for indemnity or contribution, the following actions must be commenced within three years after the cause of action accrues:

1. An action for conversion of an instrument, for money had and received, or like action based on conversion;

2. An action for breach of warranty; or

3. An action to enforce an obligation, duty or right arising under this chapter and not governed by this section.
A.R.S. § 47-3206 — Arizona Code / Title 47 / Chapter 3 / Article 2 / Section 3206
47-3206 Restrictive indorsement
Status: in_force

47-3206. Restrictive indorsement

A. An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument.

B. An indorsement stating a condition to the right of the indorsee to receive payment does not affect the right of the indorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled.

C. If an instrument bears an indorsement described in section 47-4201, subsection B or in blank or to a particular bank using the words "for deposit", "for collection" or other words indicating a purpose of having the instrument collected by a bank for the indorser or for a particular account, the following rules apply:

1. A person, other than a bank, who purchases the instrument when so indorsed converts the instrument unless the amount paid for the instrument is received by the indorser or applied consistently with the indorsement.

2. A depositary bank that purchases the instrument or takes it for collection when so indorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the indorser or applied consistently with the indorsement.

3. A payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the indorser or applied consistently with the indorsement.

4. Except as otherwise provided in paragraph 3 of this subsection, a payor bank or intermediary bank may disregard the indorsement and is not liable if the proceeds of the instrument are not received by the indorser or applied consistently with the indorsement.

D. Except for an indorsement covered by subsection C of this section, if an instrument bears an indorsement using words to the effect that payment is to be made to the indorsee as agent, trustee or other fiduciary for the benefit of the indorser or another person, the following rules apply:

1. Unless there is notice of breach of fiduciary duty as provided in section 47-3307, a person who purchases the instrument from the indorsee or takes the instrument from the indorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the indorsee without regard to whether the indorsee violates a fiduciary duty to the indorser.

2. A subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the indorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty.

E. The presence on an instrument of an indorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection C of this section or has notice or knowledge of breach of fiduciary duty as stated in subsection D of this section.

F. In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an indorsement to which this section applies and the payment is not permitted by this section.
A.R.S. § 47-5104 — Arizona Code / Title 47 / Chapter 5 / Section 5104
47-5104 Formal requirements
Status: in_force

47-5104. Formal requirements

A letter of credit, confirmation, advice, transfer, amendment or cancellation may be issued in any form that is a record and is authenticated by a signature or in accordance with the agreement of the parties or the standard practice referred to in section 47-5108, subsection E.
A.R.S. § 47-2318 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2318
47-2318 Third party beneficiaries of warranties express or implied
Status: in_force

47-2318. Third party beneficiaries of warranties express or implied

A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who is a guest in his home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.
A.R.S. § 47-4A106 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A106
47-4A106 Time payment order is received
Status: in_force

47-4A106. Time payment order is received

A. The time of receipt of a payment order or communication cancelling or amending a payment order is determined by the rules applicable to receipt of a notice stated in section  47-1202. A receiving bank may fix a cut-off time or times on a funds-transfer business day for the receipt and processing of payment orders and communications cancelling or amending payment orders. Different cut-off times may apply to payment orders, cancellations or amendments, or to different categories of payment orders, cancellations or amendments. A cut-off time may apply to senders generally or different cut-off times may apply to different senders or categories of payment orders. If a payment order or communication cancelling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cut-off time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

B. If this chapter refers to an execution date or payment date or states a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this chapter.
A.R.S. § 47-2A306 — Arizona Code / Title 47 / Chapter 2A / Article 3 / Section 2A306
47-2A306 Priority of certain liens arising by operation of law
Status: in_force

47-2A306. Priority of certain liens arising by operation of law

If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessee under the lease contract or this chapter unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.
A.R.S. § 47-3309 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3309
47-3309 Enforcement of lost, destroyed or stolen instrument
Status: in_force

47-3309. Enforcement of lost, destroyed or stolen instrument

A. A person not in possession of an instrument is entitled to enforce the instrument if:

1. The person was in possession of the instrument and entitled to enforce it when loss of possession occurred;

2. The loss of possession was not the result of a transfer by the person or a lawful seizure; and

3. The person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

B. A person seeking enforcement of an instrument under subsection A of this section must prove the terms of the instrument and the person's right to enforce the instrument. If that proof is made, section 47-3308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.
A.R.S. § 47-8511 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8511
47-8511 Priority among security interests and entitlement holders
Status: in_force

47-8511. Priority among security interests and entitlement holders

A. Except as otherwise provided in subsections B and C, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.

B. A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.

C. If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.
A.R.S. § 47-7704 — Arizona Code / Title 47 / Chapter 7 / Article 7 / Section 7704
47-7704 Savings clause
Status: repealed

47-7704. Savings clause

A document of title issued or a bailment that arises before the effective date of this chapter and the rights, obligations and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this chapter as if amendment or repeal had not occurred and may be terminated, completed, consummated or enforced under that statute or other rule.
A.R.S. § 47-8406 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8406
47-8406 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate
Status: in_force

47-8406. Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate

If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under section 47-8404 or a claim to a new security certificate under section 47-8405.
A.R.S. § 47-8111 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8111
47-8111 Clearing corporation rules
Status: in_force

47-8111. Clearing corporation rules

A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
A.R.S. § 47-4A105 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A105
47-4A105 Other definitions
Status: in_force

47-4A105. Other definitions

A. In this chapter:

1. "Authorized account" means a deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank. If a customer does not so designate an account, any account of the customer is an authorized account if payment of a payment order from that account is not inconsistent with a restriction on the use of that account.

2. "Bank" means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union and trust company. A branch or separate office of a bank is a separate bank for purposes of this chapter.

3. "Customer" means a person, including a bank, having an account with a bank or from whom a bank has agreed to receive payment orders.

4. "Funds-transfer business day" of a receiving bank means the part of a day during which the receiving bank is open for the receipt, processing and transmittal of payment orders and cancellations and amendments of payment orders.

5. "Funds-transfer system" means a wire transfer network, automated clearing house or other communication system of a clearing house or other association of banks through which a payment order by a bank may be transmitted to the bank to which the order is addressed.

6. "Good faith" means honesty in fact and the observance of reasonable commercial standards of fair dealing.

7. "Prove" with respect to a fact means to meet the burden of establishing the fact (section 47-1201, subsection B, paragraph 8).

B. Other definitions applying to this chapter and the sections in which they appear are:

1. "Acceptance". Section 47-4A209.

2. "Beneficiary". Section 47-4A103.

3. "Beneficiary's bank". Section 47-4A103.

4. "Executed". Section 47-4A301.

5. "Execution date". Section 47-4A301.

6. "Funds transfer". Section 47-4A104.

7. "Funds-transfer system rule". Section 47-4A501.

8. "Intermediary bank". Section 47-4A104.

9. "Originator". Section 47-4A104.

10. "Originator's bank". Section 47-4A104.

11. "Payment by beneficiary's bank to beneficiary". Section 47-4A405.

12. "Payment by originator to beneficiary". Section 47-4A406.

13. "Payment by sender to receiving bank". Section 47-4A403.

14. "Payment date". Section 47-4A401.

15. "Payment order". Section 47-4A103.

16. "Receiving bank". Section 47-4A103.

17. "Security procedure". Section 47-4A201.

18. "Sender". Section 47-4A103.

C. The following definitions in chapter 4 of this title apply to this chapter:

1. "Clearing house". Section 47-4104.

2. "Item". Section 47-4104.

3. "Suspends payments". Section 47-4104.

D. In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
A.R.S. § 47-2515 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2515
47-2515 Preserving evidence of goods in dispute
Status: in_force

47-2515. Preserving evidence of goods in dispute

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 possession or control of the other; and

2. The parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.
A.R.S. § 47-2307 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2307
47-2307 Delivery in single lot or several lots
Status: in_force

47-2307. Delivery in single lot or several lots

Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
A.R.S. § 47-8210 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8210
47-8210 Overissue
Status: in_force

47-8210. Overissue

A. In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.

B. Except as otherwise provided in subsections C and D, the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.

C. If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.

D. If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
A.R.S. § 47-2614 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2614
47-2614 Substituted performance
Status: in_force

47-2614. 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 substitute is available, such substitute performance must be tendered and accepted.

B. If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer's obligation unless the regulation is discriminatory, oppressive or predatory.
A.R.S. § 47-2A502 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A502
47-2A502 Notice after default
Status: in_force

47-2A502. Notice after default

Except as otherwise provided in this chapter 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.R.S. § 47-4A305 — Arizona Code / Title 47 / Chapter 4A / Article 3 / Section 4A305
47-4A305 Liability for late or improper execution or failure to execute payment order
Status: in_force

47-4A305. Liability for late or improper execution or failure to execute payment order

A. If a funds transfer is completed but execution of a payment order by the receiving bank in breach of section 47-4A302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period of delay caused by the improper execution. Except as provided in subsection C of this section, additional damages are not recoverable.

B. If execution of a payment order by a receiving bank in breach of section 47-4A302 results in noncompletion of the funds transfer, failure to use an intermediary bank designated by the originator or issuance of a payment order that does not comply with the terms of the payment order of the originator, the bank is liable to the originator for its expenses in the funds transfer and for incidental expenses and interest losses, to the extent not covered by subsection A of this section, resulting from the improper execution. Except as provided in subsection C of this section, additional damages are not recoverable.

C. In addition to the amounts payable under subsections A and B of this section, damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank.

D. If a receiving bank fails to execute a payment order it was obliged by express agreement to execute, the receiving bank is liable to the sender for its expenses in the transaction and for incidental expenses and interest losses resulting from the failure to execute. Additional damages, including consequential damages, are recoverable to the extent provided in an express written agreement of the receiving bank, but are not otherwise recoverable.

E. Reasonable attorney fees are recoverable if demand for compensation under subsection A or B of this section is made and refused before an action is brought on the claim. If a claim is made for breach of an agreement under subsection D of this section and the agreement does not provide for damages, reasonable attorney fees are recoverable if demand for compensation under subsection D of this section is made and refused before an action is brought on the claim.

F. Except as stated in this section, the liability of a receiving bank under subsections A and B of this section may not be varied by agreement.
A.R.S. § 47-2209 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2209
47-2209 Modification, rescission and waiver
Status: in_force

47-2209. Modification, rescission and waiver

A. An agreement modifying a contract within this chapter needs no consideration to be binding.

B. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

C. The requirements of the statute of frauds section of this chapter (section 47-2201) must be satisfied if the contract as modified is within its provisions.

D. Although an attempt at modification or rescission does not satisfy the requirements of subsection B or C of this section it can operate as a waiver.

E. A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
A.R.S. § 47-2323 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2323
47-2323 Form of bill of lading required in overseas shipment; "overseas"
Status: in_force

47-2323. Form of bill of lading required in overseas shipment; "overseas"

A. Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.

B. Where in a case within subsection A of this section a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set:

1. Due tender of a single part is acceptable within the provisions of this chapter on cure of improper delivery (subsection A of section 47-2508); and

2. Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.

C. A shipment by water or by air or a contract contemplating such shipment is "overseas" insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.
A.R.S. § 47-3601 — Arizona Code / Title 47 / Chapter 3 / Article 6 / Section 3601
47-3601 Discharge and effect of discharge
Status: in_force

47-3601. Discharge and effect of discharge

A. The obligation of a party to pay the instrument is discharged as stated in this chapter or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract.

B. Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.
A.R.S. § 47-2A521 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A521
47-2A521 Lessee's right to specific performance or replevin
Status: in_force

47-2A521. Lessee's right to specific performance or replevin

A. Specific performance may be decreed if the goods are unique or in other proper circumstances.

B. A decree for specific performance may include any terms and conditions as to payment of the rent, damages or other relief that the court deems just.

C. A lessee has a right of replevin, detinue, sequestration, claim and delivery, or the like for goods identified to the lease contract if after reasonable effort the lessee is unable to effect cover for those goods or the circumstances reasonably indicate that the effort will be unavailing.
A.R.S. § 47-2A311 — Arizona Code / Title 47 / Chapter 2A / Article 3 / Section 2A311
47-2A311 Priority subject to subordination
Status: in_force

47-2A311. Priority subject to subordination

Nothing in this article prevents subordination by agreement by any person entitled to priority.
A.R.S. § 47-2A505 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A505
47-2A505 Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies
Status: in_force

47-2A505. Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies

A. 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 cancelling party also retains any remedy for default of the whole lease contract or any unperformed balance.

B. On termination 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.

C. Unless the contrary intention clearly appears, expressions of "cancellation", "rescission" or the like of the lease contract may not be construed as a renunciation or discharge of any claim in damages for an antecedent default.

D. Rights and remedies for material misrepresentation or fraud include, without limitation, all rights and remedies available under this Article for default.

E. Neither rescission nor a claim for rescission of the lease contract nor rejection or return of the goods may bar or be deemed inconsistent with a claim for damages or other right or remedy.
A.R.S. § 47-2A201 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A201
47-2A201 Statute of frauds
Status: in_force

47-2A201. Statute of frauds

A. A lease contract is not enforceable by way of action or defense unless:

1. The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or

2. There is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.

B. Any description of leased goods or of the lease term is sufficient and satisfies subsection A, paragraph 2, whether or not it is specific, if it reasonably identifies what is described.

C. A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection A, paragraph 2 beyond the lease term and the quantity of goods shown in the writing.

D. A lease contract that does not satisfy the requirements of subsection A, but which is valid in other respects, is enforceable:

1. If the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;

2. If the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or

3. With respect to goods that have been received and accepted by the lessee.

E. The lease term under a lease contract referred to in subsection D is:

1. If there is a writing signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;

2. If the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court a lease term, the term so admitted; or

3. A reasonable lease term.
A.R.S. § 47-2A309 — Arizona Code / Title 47 / Chapter 2A / Article 3 / Section 2A309
47-2A309 Lessor's and lessee's rights when goods become fixtures
Status: in_force

47-2A309. Lessor's and lessee's rights when goods become fixtures

A. In this section:

1. Goods are "fixtures" when they become so related to particular real estate that an interest in them arises under real estate law;

2. A "fixture filing" is the filing, in the office where a record of a mortgage on the real estate would be filed or recorded, of a financing statement covering goods that are or are to become fixtures and conforming to the requirements of section 47-9502, subsections A and B;

3. A lease is a "purchase money lease" unless the lessee has possession or use of the goods or the right to possession or use of the goods before the lease agreement is enforceable;

4. A mortgage is a "construction mortgage" to the extent it secures an obligation incurred for the construction of an improvement on land including the acquisition cost of the land, if the recorded writing so indicates; and

5. "Encumbrance" includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests.

B. Under this article a lease may be of goods that are fixtures or may continue in goods that become fixtures, but no lease exists under this article of ordinary building materials incorporated into an improvement on land.

C. This article does not prevent creation of a lease of fixtures pursuant to real estate law.

D. The perfected interest of a lessor of fixtures has priority over a conflicting interest of an encumbrancer or owner of the real estate if:

1. The lease is a purchase money lease, the conflicting interest of the encumbrancer or owner arises before the goods become fixtures, the interest of the lessor is perfected by a fixture filing before the goods become fixtures or within ten days thereafter, and the lessee has an interest of record in the real estate or is in possession of the real estate; or

2. The interest of the lessor is perfected by a fixture filing before the interest of the encumbrancer or owner is of record, the lessor's interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real estate or is in possession of the real estate.

E. The interest of a lessor of fixtures, whether or not perfected, has priority over the conflicting interest of an encumbrancer or owner of the real estate if:

1. The fixtures are readily removable factory or office machines, readily removable equipment that is not primarily used or leased for use in the operation of the real estate, or readily removable replacements of domestic appliances that are goods subject to a consumer lease, and before the goods become fixtures the lease contract is enforceable;

2. The conflicting interest is a lien on the real estate obtained by legal or equitable proceedings after the lease contract is enforceable;

3. The encumbrancer or owner has consented in writing to the lease or has disclaimed an interest in the goods as fixtures; or

4. The lessee has a right to remove the goods as against the encumbrancer or owner. If the lessee's right to remove terminates, the priority of the interest of the lessor continues for a reasonable time.

F. Notwithstanding subsection D, paragraph 1 of this section but otherwise subject to subsections D and E of this section, the interest of a lessor of fixtures, including the lessor's residual interest, is subordinate to the conflicting interest of an encumbrancer of the real estate under a construction mortgage recorded before the goods become fixtures if the goods become fixtures before the completion of the construction. To the extent given to refinance a construction mortgage, the conflicting interest of an encumbrancer of the real estate under a mortgage has this priority to the same extent as the encumbrancer of the real estate under the construction mortgage.

G. In cases not within the preceding subsections, priority between the interest of a lessor of fixtures, including the lessor's residual interest, and the conflicting interest of an encumbrancer or owner of the real estate who is not the lessee is determined by the priority rules governing conflicting interests in real estate.

H. If the interest of a lessor of fixtures, including the lessor's residual interest, has priority over all conflicting interests of all owners and encumbrancers of the real estate, the lessor or the lessee may on default, expiration, termination or cancellation of the lease agreement but subject to the lease agreement and this chapter, or if necessary to enforce other rights and remedies of the lessor or lessee under this chapter, remove the goods from the real estate, free and clear of all conflicting interests of all owners and encumbrancers of the real estate, but the lessor or lessee must reimburse any encumbrancer or owner of the real estate who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury, but not for any diminution in value of the real estate caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.

I. Even though the lease agreement does not create a security interest, the interest of a lessor of fixtures, including the lessor's residual interest, is perfected by filing a financing statement as a fixture filing for leased goods that are or are to become fixtures in accordance with the relevant provisions of the chapter on secured transactions (chapter 9 of this title).
A.R.S. § 47-7508 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7508
47-7508 Warranties of collecting bank as to documents of title
Status: in_force

47-7508. Warranties of collecting bank as to documents of title

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
A.R.S. § 47-7307 — Arizona Code / Title 47 / Chapter 7 / Article 3 / Section 7307
47-7307 Lien of carrier
Status: in_force

47-7307. Lien of carrier

A. A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law.  However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

B. A lien for charges and expenses under subsection A on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses.  Any other lien under subsection A is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

C. A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
A.R.S. § 47-1203 — Arizona Code / Title 47 / Chapter 1 / Article 2 / Section 1203
47-1203 Lease distinguished from security interest
Status: in_force

47-1203. Lease distinguished from security interest

A. Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.

B. A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to termination by the lessee, and:

1. The original term of the lease is equal to or greater than the remaining economic life of the goods;

2. The lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;

3. The lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration on compliance with the lease agreement; or

4. The lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration on compliance with the lease agreement.

C. A transaction in the form of a lease does not create a security interest merely because:

1. The present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;

2. The lessee assumes risk of loss of the goods;

3. The lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording or registration fees or service or maintenance costs;

4. The lessee has an option to renew the lease or to become the owner of the goods;

5. The lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or

6. The lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

D. Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the lease agreement if the option is not exercised.  Additional consideration is not nominal if:

1. When the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or

2. When the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

E. The "remaining economic life of the goods" and “reasonably predictable" fair market rent, fair market value or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into.
A.R.S. § 47-4504 — Arizona Code / Title 47 / Chapter 4 / Article 5 / Section 4504
47-4504 Privilege of presenting bank to deal with goods; security interest for expenses
Status: in_force

47-4504. Privilege of presenting bank to deal with goods; security interest for expenses

A. A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell, or otherwise deal with the goods in any reasonable manner.

B. For its reasonable expenses incurred by action under subsection A, the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller's lien.
A.R.S. § 47-5106 — Arizona Code / Title 47 / Chapter 5 / Section 5106
47-5106 Issuance; amendment; cancellation; duration
Status: in_force

47-5106. Issuance; amendment; cancellation; duration

A. A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.

B. After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer and issuer are not affected by an amendment or cancellation to which that person has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.

C. If there is no stated expiration date or other provision that determines its duration, a letter of credit expires one year after its stated date of issuance or, if none is stated, after the date on which it is issued.

D. A letter of credit that states that it is perpetual expires five years after its stated date of issuance, or if none is stated, after the date on which it is issued.
A.R.S. § 47-7105 — Arizona Code / Title 47 / Chapter 7 / Article 1 / Section 7105
47-7105 Reissuance in alternative medium
Status: in_force

47-7105. Reissuance in alternative medium

A. On request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:

1. The person entitled under the electronic document surrenders control of the document to the issuer; and

2. The tangible document when issued contains a statement that it is issued in substitution for the electronic document.

B. On issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection A:

1. The electronic document ceases to have any effect or validity; and

2. The person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.

C. On request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:

1. The person entitled under the tangible document surrenders possession of the document to the issuer; and

2. The electronic document when issued contains a statement that it is issued in substitution for the tangible document.

D. On issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection C:

1. The tangible document ceases to have any effect or validity; and

2. The person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.
A.R.S. § 47-8402 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8402
47-8402 Assurance that indorsement or instruction is effective; definitions
Status: in_force

47-8402. Assurance that indorsement or instruction is effective; definitions

A. An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:

1. In all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;

2. If the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

3. If the indorsement is made or the instruction is originated by a fiduciary pursuant to section 47-8107, subsection A, paragraph 4 or 5, appropriate evidence of appointment or incumbency;

4. If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

5. If the indorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

B. An issuer may elect to require reasonable assurance beyond that specified in this section.

C. In this section:

1. "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.

2. "Appropriate evidence of appointment or incumbency" means:

(a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within sixty days before the date of presentation for transfer; or

(b) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate.
A.R.S. § 47-2509 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2509
47-2509 Risk of loss in the absence of breach
Status: in_force

47-2509. Risk of loss in the absence of breach

A. 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 even though the shipment is under reservation (section 47-2505); but

2. If it does require him to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.

B. Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:

1. On his receipt of possession or control of a negotiable document of title covering the goods; or

2. On acknowledgment by the bailee of the buyer's right to possession of the goods; or

3. After his receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in paragraph 2, subsection D of section 47-2503.

C. In any case not within subsection A or B of this section, the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.

D. The provisions of this section are subject to contrary agreement of the parties and to the provisions of this chapter on sale on approval (section 47-2327) and on effect of breach on risk of loss (section 47-2510).
A.R.S. § 47-8501 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8501
47-8501 Securities account; acquisition of security entitlement from securities intermediary
Status: in_force

47-8501. Securities account; acquisition of security entitlement from securities intermediary

A. "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

B. Except as otherwise provided in subsections D and E, a person acquires a security entitlement if a securities intermediary:

1. Indicates by book entry that a financial asset has been credited to the person's securities account;

2. Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or

3. Becomes obligated under another law, regulation or rule to credit a financial asset to the person's securities account.

C. If a condition of subsection B has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.

D. If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially indorsed to the other person, and has not been indorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.

E. Issuance of a security is not establishment of a security entitlement.
A.R.S. § 47-3403 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3403
47-3403 Unauthorized signature
Status: in_force

47-3403. Unauthorized signature

A. Unless otherwise provided in this chapter or chapter 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this chapter.

B. If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.

C. The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this chapter which makes the unauthorized signature effective for the purposes of this chapter.
A.R.S. § 47-2503 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2503
47-2503 Manner of seller's tender of delivery
Status: in_force

47-2503. Manner of seller's tender of delivery

A. Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition 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 agreement and this chapter, and in particular:

1. Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but

2. Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.

B. Where the case is within section 47-2504 respecting shipment tender requires that the seller comply with its provisions.

C. Where the seller is required to deliver at a particular destination tender requires that he comply with subsection A of this section and also in any appropriate case tender documents as described in subsections D and E of this section.

D. Where goods are in the possession of a bailee and are to be delivered without being moved:

1. Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but

2. Tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender, unless the buyer seasonably objects, and, except as otherwise provided in chapter 9 of this title, receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.

E. Where the contract requires the seller to deliver documents:

1. He must tender all such documents in correct form, except as provided in this chapter with respect to bills of lading in a set (subsection B of section 47-2323); and

2. Tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.
A.R.S. § 47-3207 — Arizona Code / Title 47 / Chapter 3 / Article 2 / Section 3207
47-3207 Reacquisition
Status: in_force

47-3207. Reacquisition

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel indorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An indorser whose indorsement is canceled is discharged, and the discharge is effective against any subsequent holder.
A.R.S. § 47-2511 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2511
47-2511 Tender of payment by buyer; payment by check
Status: in_force

47-2511. 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 business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

C. Subject to the provisions of this title on the effect of an instrument on an obligation (section 47-3310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
A.R.S. § 47-2101 — Arizona Code / Title 47 / Chapter 2 / Article 1 / Section 2101
47-2101 Short title
Status: in_force

47-2101. Short title

This chapter shall be known and may be cited as the uniform commercial code - - sales.