A.R.S. § 47-4A404 — Arizona Code / Title 47 / Chapter 4A / Article 4 / Section 4A404
47-4A404 Obligation of beneficiary's bank to pay and give notice to beneficiary
Status: in_force

47-4A404. Obligation of beneficiary's bank to pay and give notice to beneficiary

A. Subject to section 47-4A211, subsection E and section 47-4A405, subsections D and E, if a beneficiary's bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date after the close of the funds-transfer business day of the bank, payment is due on the next funds-transfer business day. If the bank refuses to pay after demand by the beneficiary and receipt of notice of particular circumstances that will give rise to consequential damages as a result of nonpayment, the beneficiary may recover damages resulting from the refusal to pay to the extent the bank had notice of the damages, unless the bank proves that it did not pay because of a reasonable doubt concerning the right of the beneficiary to payment.

B. If a payment order accepted by the beneficiary's bank instructs payment to an account of the beneficiary, the bank is obliged to notify the beneficiary of receipt of the order before midnight of the next funds-transfer business day following the payment date. If the payment order does not instruct payment to an account of the beneficiary, the bank is required to notify the beneficiary only if notice is required by the order. Notice may be given by first class mail or any other means reasonable in the circumstances. If the bank fails to give the required notice, the bank is obliged to pay interest to the beneficiary on the amount of the payment order from the day notice should have been given until the day the beneficiary learned of receipt of the payment order by the bank. No other damages are recoverable. Reasonable attorney fees are also recoverable if demand for interest is made and refused before an action is brought on the claim.

C. The right of a beneficiary to receive payment and damages as stated in subsection A of this section may not be varied by agreement or a funds-transfer system rule. The right of a beneficiary to be notified as stated in subsection B of this section may be varied by agreement of the beneficiary or by a funds-transfer system rule if the beneficiary is notified of the rule before initiation of the funds transfer.
A.R.S. § 47-7602 — Arizona Code / Title 47 / Chapter 7 / Article 6 / Section 7602
47-7602 Judicial process against goods covered by negotiable document of title
Status: in_force

47-7602. Judicial process against goods covered by negotiable document of title

Unless a document of title was originally issued on delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document’s negotiation is enjoined.  The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court.  A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
A.R.S. § 47-2A402 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A402
47-2A402 Anticipatory repudiation
Status: in_force

47-2A402. Anticipatory repudiation

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:

1. For a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;

2. Make demand pursuant to section 47-2A401 and await assurance of future performance adequate under the circumstances of the particular case; or

3. Resort to any right or remedy upon default under the lease contract or this article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction.

In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this article on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (section 47-2A524).
A.R.S. § 47-3112 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3112
47-3112 Interest
Status: in_force

47-3112. Interest

A. Unless otherwise provided in the instrument:

1. An instrument is not payable with interest; and

2. Interest on an interest-bearing instrument is payable from the date of the instrument.

B. Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
A.R.S. § 47-4A104 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A104
47-4A104 Funds transfer; definitions
Status: in_force

47-4A104. Funds transfer; definitions

In this chapter:

1. "Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to the beneficiary of the order. The term includes any payment order issued by the originator's bank or an intermediary bank intended to carry out the originator's payment order. A funds transfer is completed by acceptance by the beneficiary's bank of a payment order for the benefit of the beneficiary of the originator's payment order.

2. "Intermediary bank" means a receiving bank other than the originator's bank or the beneficiary's bank.

3. "Originator" means the sender of the first payment order in a funds transfer.

4. "Originator's bank" means:

(a) The receiving bank to which the payment order of the originator is issued if the originator is not a bank; or

(b) The originator if the originator is a bank.
A.R.S. § 47-2704 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2704
47-2704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
Status: in_force

47-2704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods

A. An aggrieved seller under section 47-2708 may:

1. Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control.

2. Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.

B. Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
A.R.S. § 47-3104 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3104
47-3104 Negotiable instrument
Status: in_force

47-3104. Negotiable instrument

A. Except as provided in subsections C and D, "negotiable instrument" means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:

1. Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;

2. Is payable on demand or at a definite time; and

3. Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:

(a) An undertaking or power to give, maintain or protect collateral to secure payment;

(b) An authorization or power to the holder to confess judgment or realize on or dispose of collateral; or

(c) A waiver of the benefit of any law intended for the advantage or protection of an obligor.

B. "Instrument" means a negotiable instrument.

C. An order that meets all of the requirements of subsection A, except paragraph 1, and otherwise falls within the definition of "check" in subsection F is a negotiable instrument and a check.

D. A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this chapter.

E. An instrument is a "note" if it is a promise and is a "draft" if it is an order. If an instrument falls within the definition of both "note" and "draft", a person entitled to enforce the instrument may treat it as either.

F. "Check" means:

1. A draft, other than a documentary draft, payable on demand and drawn on a bank; or

2. A cashier's check or teller's check.

An instrument may be a check even though it is described on its face by another term, such as "money order".

G. "Cashier's check" means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.

H. "Teller's check" means a draft drawn by a bank:

1. On another bank; or

2. Payable at or through a bank.

I. "Traveler's check" means an instrument that:

1. Is payable on demand;

2. Is drawn on or payable at or through a bank;

3. Is designated by the term "traveler's check" or by a substantially similar term; and

4. Requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.

J. "Certificate of deposit" means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
A.R.S. § 47-2A516 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A516
47-2A516 Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over
Status: in_force

47-2A516. Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over

A. A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered.

B. A lessee's acceptance of goods precludes rejection of the goods accepted. In the case of a finance lease, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it. In any other case, if made with knowledge of a nonconformity, acceptance cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured. Acceptance does not of itself impair any other remedy provided by this article or the lease agreement for nonconformity.

C. If a tender has been accepted:

1. Within a reasonable time after the lessee discovers or should have discovered any default, the lessee shall notify the lessor and the supplier, if any, or be barred from any remedy against the party not notified;

2. Except in the case of a consumer lease, within a reasonable time after the lessee receives notice of litigation for infringement or the like (section 47-2A211) the lessee shall notify the lessor or be barred from any remedy over for liability established by the litigation; and

3. The burden is on the lessee to establish any default.

D. If a lessee is sued for breach of a warranty or other obligation for which a lessor or a supplier is answerable over the following apply:

1. The lessee may give the lessor or the supplier, or both, written notice of the litigation. If the notice states that the person notified may come in and defend and that if the person notified does not do so that person will be bound in any action against that person by the lessee by any determination of fact common to the two litigations, then unless the person notified after seasonable receipt of the notice does come in and defend that person is so bound.

2. The lessor or the supplier may demand in writing that the lessee turn over control of the litigation including settlement if the claim is one for infringement or the like (section 47-2A211) or else be barred from any remedy over. If the demand states that the lessor or the supplier agrees to bear all expense and to satisfy any adverse judgment, then unless the lessee after seasonable receipt of the demand does turn over control the lessee is so barred.

E. Subsections C and D of this section apply to any obligation of a lessee to hold the lessor or the supplier harmless against infringement or the like (section 47-2A211).
A.R.S. § 47-2103 — Arizona Code / Title 47 / Chapter 2 / Article 1 / Section 2103
47-2103 Definitions and index of definitions
Status: in_force

47-2103. Definitions and index of definitions

A. In this chapter, unless the context otherwise requires:

1. "Buyer" means a person who buys or contracts to buy goods.

2. "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.

3. "Receipt" of goods means taking physical possession of them.

4. "Seller" means a person who sells or contracts to sell goods.

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

1. "Acceptance". Section 47-2606.

2. "Banker's credit". Section 47-2325.

3. "Between merchants". Section 47-2104.

4. "Cancellation". Subsection D of section 47-2106.

5. "Commercial unit". Section 47-2105.

6. "Confirmed credit". Section 47-2325.

7. "Conforming to contract". Section 47-2106.

8. "Contract for sale". Section 47-2106.

9. "Cover". Section 47-2712.

10. "Entrusting". Section 47-2403.

11. "Financing agency". Section 47-2104.

12. "Future goods". Section 47-2105.

13. "Goods". Section 47-2105.

14. "Identification". Section 47-2501.

15. "Installment contract". Section 47-2612.

16. "Letter of credit". Section 47-2325.

17. "Lot". Section 47-2105.

18. "Merchant". Section 47-2104.

19. "Overseas". Section 47-2323.

20. "Person in position of seller". Section 47-2707.

21. "Present sale". Section 47-2106.

22. "Sale". Section 47-2106.

23. "Sale on approval". Section 47-2326.

24. "Sale or return". Section 47-2326.

25. "Termination". Section 47-2106.

C. "Control" as provided in section 47-7106 and the following definitions in other chapters apply to this chapter:

1. "Check". Section 47-3104.

2. "Consignee". Section 47-7102.

3. "Consignor". Section 47-7102.

4. "Consumer goods". Section 47-9102.

5. "Dishonor". Section 47-3502.

6. "Draft". Section 47-3104.

D. In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
A.R.S. § 47-7503 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7503
47-7503 Document of title to goods defeated in certain cases
Status: in_force

47-7503. Document of title to goods defeated in certain cases

A. A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:

1. Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor's nominee with:

(a) Actual or apparent authority to ship, store or sell;

(b) Power to obtain delivery under section 47-7403; or

(c) Power of disposition under section 47-2403, section 47-2A304, subsection B, section 47-2A305, subsection B, section 47-9320 or section 47-9321, subsection C or another statute or rule of law; or

2. Acquiesce in the procurement by the bailor or its nominee of any document.

B. Title to goods based on an unaccepted delivery order is subject to the rights of any person to which a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated.  That title may be defeated under section 47-7504 to the same extent as the rights of the issuer or a transferee from the issuer.

C. Title to goods based on a bill of lading issued to a freight forwarder is subject to the rights of any person to which a bill issued by the freight forwarder is duly negotiated.  However, delivery by the carrier in accordance with article 4 of this chapter pursuant to its own bill of lading discharges the carrier's obligation to deliver.
A.R.S. § 47-2A503 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A503
47-2A503 Modification or impairment of rights and remedies
Status: in_force

47-2A503. Modification or impairment of rights and remedies

A. Except as otherwise provided in this chapter, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter.

B. Resort to a remedy provided under this chapter or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this chapter.

C. Consequential damages may be liquidated under section 47-2A504, or may otherwise be limited, altered or excluded unless the limitation, alteration or exclusion is unconscionable. Limitation, alteration or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration or exclusion of damages where the loss is commercial is not prima facie unconscionable.

D. Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this chapter.
A.R.S. § 47-2326 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2326
47-2326 Sale on approval and sale or return; rights of creditors
Status: in_force

47-2326. Sale on approval and sale or return; rights of creditors

A. Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:

1. A "sale on approval" if the goods are delivered primarily for use, and

2. A "sale or return" if the goods are delivered primarily for resale.

B. Goods held on approval are not subject to the claims of the buyer's creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer's possession.

C. Any "or return" term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this chapter (section 47-2201) and as contradicting the sale aspect of the contract within the provisions of this chapter on parol or extrinsic evidence (section 47-2202).
A.R.S. § 47-4404 — Arizona Code / Title 47 / Chapter 4 / Article 4 / Section 4404
47-4404 Bank not obligated to pay check more than six months old
Status: in_force

47-4404. Bank not obligated to pay check more than six months old

A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months after its date, but it may charge its customer's account for a payment made thereafter in good faith.
A.R.S. § 47-3103 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3103
47-3103 Definitions
Status: in_force

47-3103. Definitions

A. In this chapter:

1. "Acceptor" means a drawee who has accepted a draft.

2. "Drawee" means a person ordered in a draft to make payment.

3. "Drawer" means a person who signs or is identified in a draft as a person ordering payment.

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

5. "Maker" means a person who signs or is identified in a note as a person undertaking to pay.

6. "Order" means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.

7. "Ordinary care" in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate the bank's prescribed procedures and the bank's procedures do not vary unreasonably from general banking usage not disapproved by this chapter or chapter 4 of this title.

8. "Party" means a party to an instrument.

9. "Promise" means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.

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

11. "Remitter" means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.

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

1. "Acceptance". Section 47-3409.

2. "Accommodated party". Section 47-3419.

3. "Accommodation party". Section 47-3419.

4. "Alteration". Section 47-3407.

5. "Anomalous indorsement". Section 47-3205.

6. "Blank indorsement". Section 47-3205.

7. "Cashier's check". Section 47-3104.

8. "Certificate of deposit". Section 47-3104.

9. "Certified check". Section 47-3409.

10. "Check". Section 47-3104.

11. "Consideration". Section 47-3303.

12. "Draft". Section 47-3104.

13. "Holder in due course". Section 47-3302.

14. "Incomplete instrument". Section 47-3115.

15. "Indorsement". Section 47-3204.

16. "Indorser". Section 47-3204.

17. "Instrument". Section 47-3104.

18. "Issue". Section 47-3105.

19. "Issuer". Section 47-3105.

20. "Negotiable instrument". Section 47-3104.

21. "Negotiation". Section 47-3201.

22. "Note". Section 47-3104.

23. "Payable at a definite time". Section 47-3108.

24. "Payable on demand". Section 47-3108.

25. "Payable to bearer". Section 47-3109.

26. "Payable to order". Section 47-3109.

27. "Payment". Section 47-3602.

28. "Person entitled to enforce". Section 47-3301.

29. "Presentment". Section 47-3501.

30. "Reacquisition". Section 47-3207.

31. "Special indorsement". Section 47-3205.

32. "Teller's check". Section 47-3104.

33. "Transfer of instrument". Section 47-3203.

34. "Traveler's check". Section 47-3104.

35. "Value". Section 47-3303.

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

1. "Bank". Section 47-4105.

2. "Banking day". Section 47-4104.

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

4. "Collecting bank". Section 47-4105.

5. "Depositary bank". Section 47-4105.

6. "Documentary draft". Section 47-4104.

7. "Intermediary bank". Section 47-4105.

8. "Item". Section 47-4104.

9. "Payor bank". Section 47-4105.

10. "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. § 47-4A207 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A207
47-4A207 Misdescription of beneficiary
Status: in_force

47-4A207. Misdescription of beneficiary

A. Subject to subsection B, if, in a payment order received by the beneficiary's bank, the name, bank account number or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and acceptance of the order cannot occur.

B. If a payment order received by the beneficiary's bank identifies the beneficiary both by name and by an identifying or bank account number and the name and number identify different persons, the following rules apply:

1. Except as otherwise provided in subsection C, if the beneficiary's bank does not know that the name and number refer to different persons, it may rely on the number as the proper identification of the beneficiary of the order. The beneficiary's bank need not determine whether the name and number refer to the same person.

2. If the beneficiary's bank pays the person identified by name or knows that the name and number identify different persons, no person has rights as beneficiary except the person paid by the beneficiary's bank if that person was entitled to receive payment from the originator of the funds transfer. If no person has rights as beneficiary, acceptance of the order cannot occur.

C. If a payment order described in subsection B is accepted, the originator's payment order described the beneficiary inconsistently by name and number and the beneficiary's bank pays the person identified by number as permitted by subsection B, paragraph 1, the following rules apply:

1. If the originator is a bank, the originator is obliged to pay its order.

2. If the originator is not a bank and proves that the person identified by number was not entitled to receive payment from the originator, the originator is not obliged to pay its order unless the originator's bank proves that the originator, before acceptance of the originator's order, had notice that payment of a payment order issued by the originator might be made by the beneficiary's bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary. Proof of notice may be made by any admissible evidence. The originator's bank satisfies the burden of proof if it proves that the originator, before the payment order was accepted, signed a writing stating the information to which the notice relates.

D. In a case governed by subsection B, paragraph 1, if the beneficiary's bank rightfully pays the person identified by number and that person was not entitled to receive payment from the originator, the amount paid may be recovered from that person to the extent allowed by the law governing mistake and restitution as follows:

1. If the originator is obliged to pay its payment order as stated in subsection C, the originator has the right to recover.

2. If the originator is not a bank and is not obliged to pay its payment order, the originator's bank has the right to recover.
A.R.S. § 47-3401 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3401
47-3401 Signature
Status: in_force

47-3401. Signature

A. A person is not liable on an instrument unless:

1. The person signed the instrument; or

2. The person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under section 47-3402.

B. A signature may be made:

1. Manually or by means of a device or machine; and

2. By the use of any name, including a trade or assumed name, or by a word, mark or symbol executed or adopted by a person with present intention to authenticate a writing.
A.R.S. § 47-2A204 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A204
47-2A204 Formation in general
Status: in_force

47-2A204. Formation in general

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

B. An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.

C. Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
A.R.S. § 47-2403 — Arizona Code / Title 47 / Chapter 2 / Article 4 / Section 2403
47-2403 Power to transfer; good faith purchase of goods; "entrusting"
Status: in_force

47-2403. Power to transfer; good faith purchase of goods; "entrusting"

A. A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though:

1. The transferor was deceived as to the identity of the purchaser, or

2. The delivery was in exchange for a check which is later dishonored, or

3. It was agreed that the transaction was to be a "cash sale", or

4. The delivery was procured through fraud punishable as larcenous under the criminal law.

B. Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.

C. "Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.

D. The rights of other purchasers of goods and of lien creditors are governed by the chapters on secured transactions (chapter 9 of this title) and documents of title (chapter 7 of this title).
A.R.S. § 47-3201 — Arizona Code / Title 47 / Chapter 3 / Article 2 / Section 3201
47-3201 Negotiation
Status: in_force

47-3201. Negotiation

A. "Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.

B. Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
A.R.S. § 47-2615 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2615
47-2615 Excuse by failure of presupposed conditions
Status: in_force

47-2615. Excuse by failure of presupposed conditions

Except so far as a seller may have assumed a greater obligation and subject to section 47-2614 on substituted performance:

1. Delay in delivery or non-delivery in whole or in part by a seller who complies with paragraphs 2 and 3 of this section is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

2. Where the causes mentioned in paragraph 1 of this section affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.

3. The seller must notify the buyer seasonably that there will be delay or non-delivery and, when allocation is required under paragraph 2 of this section, of the estimated quota thus made available for the buyer.
A.R.S. § 47-4214 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4214
47-4214 Right of charge-back or refund; liability of collecting bank; return of item
Status: in_force

47-4214. Right of charge-back or refund; liability of collecting bank; return of item

A. If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank or otherwise to receive settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer's account or obtain refund from its customer, whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank's midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge back and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.

B. A collecting bank returns an item when it is sent or delivered to the bank's customer or transferor or pursuant to its instructions.

C. A depositary bank that is also the payor may charge back the amount of an item to its customer's account or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (section 47-4301).

D. The right to charge back is not affected by:

1. Previous use of a credit given for the item; or

2. Failure by any bank to exercise ordinary care with respect to the item, but a bank so failing remains liable.

E. A failure to charge back or claim refund does not affect other rights of the bank against the customer or any other party.

F. If credit is given in dollars as the equivalent of the value of an item payable in foreign money, the dollar amount of any charge back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge back or refund learns that it will not receive payment in ordinary course.
A.R.S. § 47-2A527 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A527
47-2A527 Lessor's rights to dispose of goods
Status: in_force

47-2A527. Lessor's rights to dispose of goods

A. After a default by a lessee under the lease contract of the type described in section 47-2A523, subsection A or subsection C, paragraph 1 or after the lessor refuses to deliver or takes possession of goods (section 47-2A525 or 47-2A526), or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale or otherwise.

B. Except as otherwise provided with respect to damages liquidated in the lease agreement (section 47-2A504) or otherwise determined pursuant to agreement of the parties (sections 47-1302 and 47-2A503), if the disposition is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement, the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement, and any incidental damages allowed under section 47-2A530, less expenses saved in consequence of the lessee's default.

C. If the lessor's disposition is by lease agreement that for any reason does not qualify for treatment under subsection B of this section, or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and section 47-2A528 governs.

D. A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with one or more of the requirements of this chapter.

E. The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee's security interest (section 47-2A508, subsection E).
A.R.S. § 47-2A405 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A405
47-2A405 Excused performance
Status: in_force

47-2A405. Excused performance

Subject to section 47-2A404 on substituted performance, the following rules apply:

1. Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs 2 and 3 of this section is not a default under the lease contract if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.

2. If the causes mentioned in paragraph 1 of this section affect only part of the lessor's or the supplier's capacity to perform, he shall allocate production and deliveries among his customers but at his option may include regular customers not then under contract for sale or lease as well as his own requirements for further manufacture. He may so allocate in any manner that is fair and reasonable.

3. The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under paragraph 2 of this section, of the estimated quota thus made available for the lessee.
A.R.S. § 47-3410 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3410
47-3410 Acceptance varying draft
Status: in_force

47-3410. Acceptance varying draft

A. If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance.

B. The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place.

C. If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and indorser that does not expressly assent to the acceptance is discharged.
A.R.S. § 47-4A505 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A505
47-4A505 Preclusion of objection to debit of customer's account
Status: in_force

47-4A505. Preclusion of objection to debit of customer's account

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank and the customer received notification reasonably identifying the order, the customer is precluded from asserting that the bank is not entitled to retain the payment unless the customer notifies the bank of the customer's objection to the payment within one year after the notification was received by the customer.
A.R.S. § 47-4A205 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A205
47-4A205 Erroneous payment orders
Status: in_force

47-4A205. Erroneous payment orders

A. If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order erroneously instructed payment to a beneficiary not intended by the sender, erroneously instructed payment in an amount greater than the amount intended by the sender or was an erroneously transmitted duplicate of a payment order previously sent by the sender, the following rules apply:

1. If the sender proves that the sender or a person acting on behalf of the sender pursuant to section 47-4A206 complied with the security procedure and that the error would have been detected if the receiving bank had also complied, the sender is not obliged to pay the order to the extent stated in paragraphs 2 and 3.

2. If the funds transfer is completed on the basis of a payment order that erroneously instructed payment to a beneficiary not intended by the sender or that was an erroneously transmitted duplicate of a payment order previously sent by the sender, the sender is not obliged to pay the order and the receiving bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.

3. If the funds transfer is completed on the basis of a payment order that erroneously instructed payment in an amount greater than the amount intended by the sender, the sender is not obliged to pay the order to the extent the amount received by the beneficiary is greater than the amount intended by the sender. In that case, the receiving bank is entitled to recover from the beneficiary the excess amount received to the extent allowed by the law governing mistake and restitution.

B. If the sender of an erroneous payment order described in subsection A of this section is not obliged to pay all or part of the order and the sender receives notification from the receiving bank that the order was accepted by the bank or that the sender's account was debited with respect to the order, the sender has a duty to exercise ordinary care, on the basis of information available to the sender, to discover the error with respect to the order and to advise the bank of the relevant facts within a reasonable time, not exceeding ninety days, after the bank's notification was received by the sender. If the bank proves that the sender failed to perform that duty, the sender is liable to the bank for the loss the bank proves it incurred as a result of the failure, but the liability of the sender may not exceed the amount of the sender's order.

C. This section applies to amendments to payment orders to the same extent it applies to payment orders.
A.R.S. § 47-8115 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8115
47-8115 Securities intermediary and others not liable to adverse claimant
Status: in_force

47-8115. Securities intermediary and others not liable to adverse claimant

A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, broker or other agent or bailee:

1. Took the action after it had been served with an injunction, restraining order or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process;

2. Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

3. In the case of a security certificate that has been stolen, acted with notice of the adverse claim.
A.R.S. § 47-8407 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8407
47-8407 Authenticating trustee, transfer agent and registrar
Status: in_force

47-8407. Authenticating trustee, transfer agent and registrar

A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
A.R.S. § 47-8205 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8205
47-8205 Effect of unauthorized signature on security certificate
Status: in_force

47-8205. Effect of unauthorized signature on security certificate

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:

1. An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or

2. An employee of the issuer, or of any of the persons listed in paragraph 1, entrusted with responsible handling of the security certificate.
A.R.S. § 47-7401 — Arizona Code / Title 47 / Chapter 7 / Article 4 / Section 7401
47-7401 Irregularities in issue of receipt or bill or conduct of issuer
Status: in_force

47-7401. Irregularities in issue of receipt or bill or conduct of issuer

The obligations imposed by this chapter on an issuer apply to a document of title even if:

1. The document does not comply with the requirements of this chapter or of any other statute, rule or regulation regarding its issuance, form or content;

2. The issuer violated laws regulating the conduct of its business;

3. The goods covered by the document were owned by the bailee when the document was issued; or

4. The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
A.R.S. § 47-2205 — Arizona Code / Title 47 / Chapter 2 / Article 2 / Section 2205
47-2205 Firm offers
Status: in_force

47-2205. Firm offers

An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
A.R.S. § 47-1107 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1107
47-1107 Section captions
Status: in_force

47-1107. Section captions

Section captions are part of this title.
A.R.S. § 47-4A504 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A504
47-4A504 Order in which items and payment orders may be charged to account; order of withdrawals from account
Status: in_force

47-4A504. Order in which items and payment orders may be charged to account; order of withdrawals from account

A. If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender's account, the bank may charge the sender's account with respect to the various orders and items in any sequence.

B. In determining whether a credit to an account has been withdrawn by the holder of the account or applied to a debt of the holder of the account, credits first made to the account are first withdrawn or applied.
A.R.S. § 47-3308 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3308
47-3308 Proof of signatures and status as holder in due course
Status: in_force

47-3308. Proof of signatures and status as holder in due course

A. In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under section 47-3402, subsection A.

B. If the validity of signatures is admitted or proved and there is compliance with subsection A of this section, a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under section 47-3301, unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that the plaintiff has rights of a holder in due course which are not subject to the defense or claim.
A.R.S. § 47-3306 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3306
47-3306 Claims to an instrument
Status: in_force

47-3306. Claims to an instrument

A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.
A.R.S. § 47-2A504 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A504
47-2A504 Liquidation of damages
Status: in_force

47-2A504. Liquidation of damages

A. Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor's residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.

B. If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection A of this section, or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this Article.

C. If the lessor justifiably withholds or stops delivery of goods because of the lessee's default or insolvency (section 47-2A525 or 47-2A526), the lessee is entitled to restitution of any amount by which the sum of his payments exceeds:

1. The amount to which the lessor is entitled by virtue of terms liquidating the lessor's damages in accordance with subsection A of this section; or

2. In the absence of those terms, twenty per cent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or five hundred dollars.

D. A lessee's right to restitution under subsection C of this section is subject to offset to the extent the lessor establishes:

1. A right to recover damages under the provisions of this chapter other than subsection A of this section; and

2. The amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.
A.R.S. § 47-8204 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8204
47-8204 Effect of issuer's restriction on transfer
Status: in_force

47-8204. Effect of issuer's restriction on transfer

A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:

1. The security is certificated and the restriction is noted conspicuously on the security certificate; or

2. The security is uncertificated and the registered owner has been notified of the restriction.
A.R.S. § 47-8502 — Arizona Code / Title 47 / Chapter 8 / Article 5 / Section 8502
47-8502 Assertion of adverse claim against entitlement holder
Status: in_force

47-8502. Assertion of adverse claim against entitlement holder

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under section 47-8501 for value and without notice of the adverse claim.
A.R.S. § 47-2A515 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A515
47-2A515 Acceptance of goods
Status: in_force

47-2A515. Acceptance of goods

A. Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and:

1. The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will take or retain them in spite of their nonconformity; or

2. The lessee fails to make an effective rejection of the goods (section 47-2A509, subsection B).

B. Acceptance of a part of any commercial unit is acceptance of that entire unit.
A.R.S. § 47-2309 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2309
47-2309 Absence of specific time provisions; notice of termination
Status: in_force

47-2309. Absence of specific time provisions; notice of termination

A. The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall be a reasonable time.

B. Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

C. Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
A.R.S. § 47-3111 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3111
47-3111 Place of payment
Status: in_force

47-3111. Place of payment

Except as otherwise provided for items in chapter 4 of this title, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
A.R.S. § 47-3304 — Arizona Code / Title 47 / Chapter 3 / Article 3 / Section 3304
47-3304 Overdue instrument
Status: in_force

47-3304. Overdue instrument

A. An instrument payable on demand becomes overdue at the earliest of the following times:

1. On the day after the day demand for payment is duly made;

2. If the instrument is a check, ninety days after its date; or

3. If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.

B. With respect to an instrument payable at a definite time the following rules apply:

1. If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.

2. If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.

3. If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.

C. Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.
A.R.S. § 47-3414 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3414
47-3414 Obligation of drawer
Status: in_force

47-3414. Obligation of drawer

A. This section does not apply to cashier's checks or other drafts drawn on the drawer.

B. If an unaccepted draft is dishonored, the drawer is obliged to pay the draft according to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder, or if the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 47-3115 and 47-3407. The obligation is owed to a person entitled to enforce the draft or to an indorser who paid the draft under section 47-3415.

C. If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.

D. If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the acceptor is the same as the obligation of an indorser under section 47-3415, subsections A and C.

E. If a draft states that it is drawn "without recourse" or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable under subsection B of this section to pay the draft if the draft is not a check. A disclaimer of the liability stated in subsection B of this section is not effective if the draft is a check.

F. If a check is not presented for payment or given to a depositary bank for collection within thirty days after its date, if the drawee suspends payments after expiration of the thirty day period without paying the check and, because of the suspension of payments, if the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge its obligation to pay the check by assigning to the person entitled to enforce the check the rights of the drawer against the drawee with respect to the funds.
A.R.S. § 47-2A211 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A211
47-2A211 Warranties against interference and against infringement; lessee's obligation against infringement
Status: in_force

47-2A211. Warranties against interference and against infringement; lessee's obligation against infringement

A. There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.

B. Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.

C. A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
A.R.S. § 47-3412 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3412
47-3412 Obligation of issuer of note or cashier's check
Status: in_force

47-3412. Obligation of issuer of note or cashier's check

The issuer of a note or cashier's check or other draft drawn on the drawer is obliged to pay the instrument:

1. According to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder; or

2. If the issuer signed an incomplete instrument, according to its terms when completed, to the extent stated in sections 47-3115 and 47-3407. The obligation is owed to a person entitled to enforce the instrument or to an indorser who paid the instrument under section 47-3415.
A.R.S. § 47-7206 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7206
47-7206 Termination of storage at warehouse's option
Status: in_force

47-7206. Termination of storage at warehouse's option

A. A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than thirty days after the warehouse gives notice.  If the goods are not removed before the date specified in the notice, the warehouse may sell them pursuant to section 47-7210.

B. If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in subsection A of this section and section 47-7210, the warehouse may specify in the notice given under subsection A of this section any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than one week after a single advertisement or posting.

C. If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods.  If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.

D. A warehouse shall deliver the goods to any person entitled to them under this chapter on due demand made at any time before sale or other disposition under this section.

E. A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to which the warehouse would have been bound to deliver the goods.
A.R.S. § 47-2A221 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A221
47-2A221 Casualty to identified goods
Status: in_force

47-2A221. Casualty to identified goods

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or section 47-2A219, then:

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

2. If the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his option either treat the lease contract as avoided or, except in a finance lease that is not a consumer lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.
A.R.S. § 47-2721 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2721
47-2721 Remedies for fraud
Status: in_force

47-2721. Remedies for fraud

Remedies for material misrepresentation or fraud include all remedies available under this chapter for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
A.R.S. § 47-8303 — Arizona Code / Title 47 / Chapter 8 / Article 3 / Section 8303
47-8303 Protected purchaser
Status: in_force

47-8303. Protected purchaser

A. "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:

1. Gives value;

2. Does not have notice of any adverse claim to the security; and

3. Obtains control of the certificated or uncertificated security.

B. In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
A.R.S. § 47-2501 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2501
47-2501 Insurable interest in goods; manner of identification of goods
Status: in_force

47-2501. Insurable interest in goods; manner of identification of goods

A. The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are non-conforming and he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs:

1. When the contract is made if it is for the sale of goods already existing and identified;

2. If the contract is for the sale of future goods other than those described in paragraph 3, when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;

3. When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest season after contracting whichever is longer.

B. The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.

C. Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
A.R.S. § 47-2510 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2510
47-2510 Effect of breach on risk of loss
Status: in_force

47-2510. Effect of breach on risk of loss

A. Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.

B. Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.

C. Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
A.R.S. § 47-8106 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8106
47-8106 Control
Status: in_force

47-8106. Control

A. A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.

B. A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:

1. The certificate is indorsed to the purchaser or in blank by an effective indorsement; or

2. The certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

C. A purchaser has "control" of an uncertificated security if:

1. The uncertificated security is delivered to the purchaser; or

2. The issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.

D. A purchaser has "control" of a security entitlement if:

1. The purchaser becomes the entitlement holder;

2. The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or

3. Another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.

E. If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.

F. A purchaser who has satisfied the requirements of subsection C or D has control, even if the registered owner in the case of subsection C or the entitlement holder in the case of subsection D retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.

G. An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection C, paragraph 2 or subsection D, paragraph 2 without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
A.R.S. § 47-2313 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2313
47-2313 Express warranties by affirmation, promise, description, sample
Status: in_force

47-2313. Express warranties by affirmation, promise, description, sample

A. Express warranties by the seller are created as follows:

1. Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.

2. Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

3. Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

B. It is not necessary to the creation of an express warranty that the seller use formal words such as "warrant" or "guarantee" or that he have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller's opinion or commendation of the goods does not create a warranty.
A.R.S. § 47-7209 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7209
47-7209 Lien of warehouse
Status: in_force

47-7209. Lien of warehouse

A. A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor or other charges, present or future, in relation to the goods and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law.  If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses whether or not the other goods have been delivered by the warehouse.  However, as against a person to which a negotiable warehouse receipt is duly negotiated, a warehouse’s lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

B. A warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection A of this section, such as for money advanced and interest.  The security interest is governed by chapter 9 of this title.

C. A warehouse’s lien for charges and expenses under subsection A of this section or a security interest under subsection B of this section is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good faith purchaser for value would have been valid.  However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not:

1. Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:

(a) Actual or apparent authority to ship, store, or sell;

(b) Power to obtain delivery under section 47-7403; or

(c) Power of disposition under section 47-2403, section 47-2A304, subsection B, section 47-2A305, subsection B, section 47-9320 or section 47-9321, subsection C or other statute or rule of law; or

2. Acquiesce in the procurement by the bailor or its nominee of any document.

D. A warehouse’s lien on household goods for charges and expenses in relation to the goods under subsection A of this section is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit.  For the purposes of this subsection, "household goods" means furniture, furnishings or personal effects used by the depositor in a dwelling.

E. A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.
A.R.S. § 47-7204 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7204
47-7204 Duty of care; contractual limitation of warehouse's liability
Status: in_force

47-7204. Duty of care; contractual limitation of warehouse's liability

A. A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances.  Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

B. Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable.  Such a limitation is not effective with respect to the warehouse's liability for conversion to its own use.  On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse's liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt.  In this event, increased rates may be charged based on an increased valuation of the goods.

C. Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.

D. This section does not modify or repeal any statute that imposes a higher responsibility on the warehouse or invalidates a contractual limitation that would be permissible under this chapter.
A.R.S. § 47-2712 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2712
47-2712 "Cover"; buyer's procurement of substitute goods
Status: in_force

47-2712. "Cover"; buyer's procurement of substitute goods

A. After a breach within section 47-2711 the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

B. The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 47-2715), but less expenses saved in consequence of the seller's breach.

C. Failure of the buyer to effect cover within this section does not bar him from any other remedy.
A.R.S. § 47-2A107 — Arizona Code / Title 47 / Chapter 2A / Article 1 / Section 2A107
47-2A107 Waiver or renunciation of claim or right after default
Status: in_force

47-2A107. Waiver or renunciation of claim or right after default

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
A.R.S. § 47-7205 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7205
47-7205 Title under warehouse receipt defeated in certain cases
Status: in_force

47-7205. Title under warehouse receipt defeated in certain cases

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.
A.R.S. § 47-4A103 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A103
47-4A103 Payment order; definitions
Status: in_force

47-4A103. Payment order; definitions

A. In this chapter:

1. "Payment order" means an instruction of a sender to a receiving bank, transmitted orally, electronically or in writing, to pay, or to cause another bank to pay, a fixed or determinable amount of money to a beneficiary if:

(a) The instruction does not state a condition to payment to the beneficiary other than time of payment;

(b) The receiving bank is to be reimbursed by debiting an account of, or otherwise receiving payment from, the sender; and

(c) The instruction is transmitted by the sender directly to the receiving bank or to an agent, funds-transfer system or communication system for transmittal to the receiving bank.

2. "Beneficiary" means the person to be paid by the beneficiary's bank.

3. "Beneficiary's bank" means the bank identified in a payment order in which an account of the beneficiary is to be credited pursuant to the order or which otherwise is to make payment to the beneficiary if the order does not provide for payment to an account.

4. "Receiving bank" means the bank to which the sender's instruction is addressed.

5. "Sender" means the person giving the instruction to the receiving bank.

B. If an instruction complying with subsection A, paragraph 1 is to make more than one payment to a beneficiary, the instruction is a separate payment order with respect to each payment.

C. A payment order is issued when it is sent to the receiving bank.
A.R.S. § 47-2402 — Arizona Code / Title 47 / Chapter 2 / Article 4 / Section 2402
47-2402 Rights of seller's creditors against sold goods
Status: in_force

47-2402. Rights of seller's creditors against sold goods

A. Except as provided in subsections B and C of this section, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this chapter (sections 47-2502 and 47-2716).

B. A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale of identification is not fraudulent.

C. Nothing in this chapter shall be deemed to impair the rights of creditors of the seller:

1. Under the provisions of the chapter on secured transactions (chapter 9 of this title); or

2. Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this chapter constitute the transaction a fraudulent transfer or voidable preference.
A.R.S. § 47-3117 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3117
47-3117 Other agreements affecting instrument
Status: in_force

47-3117. Other agreements affecting instrument

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented or nullified by an agreement under this section, the agreement is a defense to the obligation.
A.R.S. § 47-2A102 — Arizona Code / Title 47 / Chapter 2A / Article 1 / Section 2A102
47-2A102 Scope
Status: in_force

47-2A102. Scope

This chapter applies to any transaction, regardless of form, that creates a lease.
A.R.S. § 47-2A519 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A519
47-2A519 Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods
Status: in_force

47-2A519. Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods

A. Except as otherwise provided with respect to damages liquidated in the lease agreement (section 47-2A504) or otherwise determined pursuant to agreement of the parties (sections 47-1302 and 47-2A503), if a lessee elects not to cover or a lessee elects to cover and the cover is by lease agreement that for any reason does not qualify for treatment under section 47-2A518, subsection B, or is by purchase or otherwise, the measure of damages for nondelivery or repudiation by the lessor or for rejection or revocation of acceptance by the lessee is the present value, as of the date of the default, of the then market rent minus the present value as of the same date of the original rent, computed for the remaining lease term of the original lease agreement, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

B. Market rent 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.

C. Except as otherwise agreed, if the lessee has accepted goods and given notification (section 47-2A516, subsection C), the measure of damages for nonconforming tender or delivery or other default by a lessor is the loss resulting in the ordinary course of events from the lessor's default as determined in any manner that is reasonable together with incidental and consequential damages, less expenses saved in consequence of the lessor's default.

D. Except as otherwise agreed, the measure of damages for breach of warranty is the present value at the time and place of acceptance of the difference between the value of the use of the goods accepted and the value if they had been as warranted for the lease term, unless special circumstances show proximate damages of a different amount, together with incidental and consequential damages, less expenses saved in consequence of the lessor's default or breach of warranty.
A.R.S. § 47-2505 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2505
47-2505 Seller's shipment under reservation
Status: in_force

47-2505. Seller's shipment under reservation

A. Where the seller has identified goods to the contract by or before shipment:

1. His procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.

2. A nonnegotiable bill of lading to himself or his nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection B of section 47-2507) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

B. When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within section 47-2504 but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's powers as a holder of a negotiable document of title.
A.R.S. § 47-4213 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4213
47-4213 Medium and time of settlement by bank
Status: in_force

47-4213. Medium and time of settlement by bank

A. With respect to settlement by a bank, the medium and time of settlement may be prescribed by federal reserve regulations or circulars, clearing-house rules and the like or agreement. In the absence of such prescription:

1. The medium of settlement is cash or credit to an account in a federal reserve bank of or specified by the person to receive settlement; and

2. The time of settlement is:

(a) With respect to tender of settlement by cash, a cashier's check or a teller's check, when the cash or check is sent or delivered;

(b) With respect to tender of settlement by credit in an account in a federal reserve bank, when the credit is made;

(c) With respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or

(d) With respect to tender of settlement by a funds transfer, when payment is made pursuant to section 47-4A406, subsection A to the person receiving settlement.

B. If the tender of settlement is not by a medium authorized by subsection A of this section or the time of settlement is not fixed by subsection A of this section, no settlement occurs until the tender of settlement is accepted by the person receiving settlement.

C. If settlement for an item is made by cashier's check or teller's check and the person receiving settlement, before its midnight deadline:

1. Presents or forwards the check for collection, settlement is final when the check is finally paid; or

2. Fails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.

D. If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item.
A.R.S. § 47-2A217 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A217
47-2A217 Identification
Status: in_force

47-2A217. Identification

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:

1. When the lease contract is made if the lease contract is for a lease of goods that are existing and identified;

2. When the goods are shipped, marked or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or

3. When the young are conceived, if the lease contract is for a lease of unborn young of animals.
A.R.S. § 47-2612 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2612
47-2612 "Installment contract"; breach
Status: in_force

47-2612. "Installment contract"; breach

A. An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent.

B. The buyer may reject any installment which is non-conforming if the non-conformity substantially impairs the value of that installment and cannot be cured or if the non-conformity is a defect in the required documents; but if the non-conformity does not fall within subsection C and the seller gives adequate assurance of its cure the buyer must accept that installment.

C. Whenever non-conformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a non-conforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.
A.R.S. § 47-2514 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2514
47-2514 When documents deliverable on acceptance; when on payment
Status: in_force

47-2514. When documents deliverable on acceptance; when on payment

Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
A.R.S. § 47-4A403 — Arizona Code / Title 47 / Chapter 4A / Article 4 / Section 4A403
47-4A403 Payment by sender to receiving bank
Status: in_force

47-4A403. Payment by sender to receiving bank

A. Payment of the sender's obligation under section 47-4A402 to pay the receiving bank occurs as follows:

1. If the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a federal reserve bank or through a funds-transfer system.

2. If the sender is a bank and the sender credited an account of the receiving bank with the sender or caused an account of the receiving bank in another bank to be credited, payment occurs when the credit is withdrawn or, if not withdrawn, at midnight of the day on which the credit is withdrawable and the receiving bank learns of that fact.

3. If the receiving bank debits an account of the sender with the receiving bank, payment occurs when the debit is made to the extent the debit is covered by a withdrawable credit balance in the account.

B. If the sender and receiving bank are members of a funds-transfer system that nets obligations multilaterally among participants, the receiving bank receives final settlement when settlement is complete in accordance with the rules of the system. The obligation of the sender to pay the amount of a payment order transmitted through the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against the sender's obligation the right of the sender to receive payment from the receiving bank of the amount of any other payment order transmitted to the sender by the receiving bank through the funds-transfer system. The aggregate balance of obligations owed by each sender to each receiving bank in the funds-transfer system may be satisfied, to the extent permitted by the rules of the system, by setting off and applying against that balance the aggregate balance of obligations owed to the sender by other members of the system. The aggregate balance is determined after the right of setoff stated in the second sentence of this subsection has been exercised.

C. If two banks transmit payment orders to each other under an agreement that settlement of the obligations of each bank to the other under section 47-4A402 will be made at the end of the day or other period, the total amount owed with respect to all orders transmitted by one bank shall be set off against the total amount owed with respect to all orders transmitted by the other bank. To the extent of the setoff, each bank has made payment to the other.

D. In a case not covered by subsection A of this section, the time when payment of the sender's obligation under section 47-4A402, subsection B or C occurs is governed by applicable principles of law that determine when an obligation is satisfied.
A.R.S. § 47-7507 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7507
47-7507 Warranties on negotiation or delivery of document of title
Status: in_force

47-7507. Warranties on negotiation or delivery of document of title

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 47-7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:

1. The document is genuine;

2. The transferor does not have knowledge of any fact that would impair the document's validity or worth; and

3. The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
A.R.S. § 47-5103 — Arizona Code / Title 47 / Chapter 5 / Section 5103
47-5103 Scope
Status: in_force

47-5103. Scope

A. This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

B. The statement of a rule in this chapter does not by itself require, imply or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this chapter.

C. With the exception of this subsection, subsections A and D of this section, section 47-5102, subsection A, paragraphs 9 and 10, section 47-5106, subsection D and section 47-5114, subsection D, and except to the extent prohibited in section 47-1302 and section 47-5117, subsection D, the effect of this article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this chapter.

D. Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
A.R.S. § 47-4503 — Arizona Code / Title 47 / Chapter 4 / Article 5 / Section 4503
47-4503 Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need
Status: in_force

47-4503. Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need

Unless otherwise instructed and except as provided in chapter 5 of this title, a bank presenting a documentary draft:

1. Must deliver the documents to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment; and

2. Upon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need designated in the draft or, if the presenting bank does not choose to utilize the referee's services, it must use diligence and good faith to ascertain the reason for dishonor, must notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor and must request instructions.

However, the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for those expenses.
A.R.S. § 47-9101 — Arizona Code / Title 47 / Chapter 9 / Article 1 / Section 9101
47-9101 Short title
Status: in_force

47-9101. Short title

This chapter may be cited as uniform commercial code secured transactions.
A.R.S. § 47-2602 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2602
47-2602 Manner and effect of rightful rejection
Status: in_force

47-2602. Manner and effect of rightful rejection

A. Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

B. Subject to the provisions of sections 47-2603 and 47-2604 on rejected goods:

1. After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

2. If the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this chapter (subsection C of section 47-2711), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but

3. The buyer has no further obligations with regard to goods rightfully rejected.

C. The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this chapter on seller's remedies in general (section 47-2703).
A.R.S. § 47-7302 — Arizona Code / Title 47 / Chapter 7 / Article 3 / Section 7302
47-7302 Through bills of lading and similar documents of title
Status: in_force

47-7302. Through bills of lading and similar documents of title

A. The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

B. If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer.  The person’s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

C. The issuer of a through bill of lading or other document of title described in subsection A is entitled to recover from the performing carrier or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:

1. The amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment or transcript of judgment; and

2. The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.
A.R.S. § 47-2601 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2601
47-2601 Buyer's rights on improper delivery
Status: in_force

47-2601. Buyer's rights on improper delivery

Subject to the provisions of this chapter on breach in installment contracts (section 47-2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 47-2718 and 47-2719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:

1. Reject the whole; or

2. Accept the whole; or

3. Accept any commercial unit or units and reject the rest.
A.R.S. § 47-1205 — Arizona Code / Title 47 / Chapter 1 / Article 2 / Section 1205
47-1205 Reasonable time; "seasonably"
Status: in_force

47-1205. Reasonable time; "seasonably"

A. Whether a time for taking an action required by this title is reasonable depends on the nature, purpose and circumstances of the action.

B. An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
A.R.S. § 47-1204 — Arizona Code / Title 47 / Chapter 1 / Article 2 / Section 1204
47-1204 Value
Status: in_force

47-1204. Value

Except as otherwise provided in chapters 3, 4 and 5 of this title, a person gives value for rights if the person acquires them:

1. In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;

2. As security for, or in total or partial satisfaction of, a preexisting claim;

3. By accepting delivery under a preexisting contract for purchase; or

4. In return for any consideration sufficient to support a simple contract.
A.R.S. § 47-2A106 — Arizona Code / Title 47 / Chapter 2A / Article 1 / Section 2A106
47-2A106 Limitation on power of parties to consumer lease to choose applicable law and judicial forum
Status: in_force

47-2A106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum

A. If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enforceable.

B. If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.
A.R.S. § 47-7309 — Arizona Code / Title 47 / Chapter 7 / Article 3 / Section 7309
47-7309 Duty of care; contractual limitation of carrier's liability
Status: in_force

47-7309. Duty of care; contractual limitation of carrier's liability

A. A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods that a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation or rule of law that imposes liability on a common carrier for damages not caused by its negligence.

B. Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent on value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier's liability for conversion to its own use.

C. Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
A.R.S. § 47-4A101 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A101
47-4A101 Short title
Status: in_force

47-4A101. Short title

This chapter may be cited as uniform commercial code--funds transfers.
A.R.S. § 47-2A513 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A513
47-2A513 Cure by lessor of improper tender or delivery; replacement
Status: in_force

47-2A513. Cure by lessor of improper tender or delivery; replacement

A. If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may then make a conforming delivery within the time provided in the lease contract.

B. If the lessee rejects a nonconforming tender that the lessor or the supplier had reasonable grounds to believe would be acceptable with or without money allowance, the lessor or the supplier may have a further reasonable time to substitute a conforming tender if he seasonably notifies the lessee.
A.R.S. § 47-3404 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3404
47-3404 Impostors; fictitious payees
Status: in_force

47-3404. Impostors; fictitious payees

A. If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indorsement of the instrument by any person in the name of the payee is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

B. If a person whose intent determines to whom an instrument is payable (section 47-3110, subsection A or B) does not intend the person identified as payee to have any interest in the instrument or the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special indorsement:

1. Any person in possession of the instrument is its holder.

2. An indorsement by any person in the name of the payee stated in the instrument is effective as the indorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

C. Under subsection A or B of this section, an indorsement is made in the name of a payee if:

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

2. The instrument, whether or not indorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.

D. With respect to an instrument to which subsection A or B of this section applies, if a 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 payment of the instrument, 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.
A.R.S. § 47-4302 — Arizona Code / Title 47 / Chapter 4 / Article 3 / Section 4302
47-4302 Payor bank's responsibility for late return of item
Status: in_force

47-4302. Payor bank's responsibility for late return of item

A. If an item is presented to and received by a payor bank, the bank is accountable for the amount of:

1. A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case in which it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or

2. Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

B. The liability of a payor bank to pay an item pursuant to subsection A of this section is subject to defenses based on breach of a presentment warranty (section 47-4208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.
A.R.S. § 47-4A209 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A209
47-4A209 Acceptance of payment order
Status: in_force

47-4A209. Acceptance of payment order

A. Subject to subsection D of this section, a receiving bank other than the beneficiary's bank accepts a payment order when it executes the order.

B. Subject to subsections C and D of this section, a beneficiary's bank accepts a payment order at the earliest of the following times:

1. When the bank:

(a) Pays the beneficiary as stated in section 47-4A405, subsection A or B; or

(b) Notifies the beneficiary of receipt of the order or that the account of the beneficiary has been credited with respect to the order unless the notice indicates that the bank is rejecting the order or that funds with respect to the order may not be withdrawn or used until receipt of payment from the sender of the order;

2. When the bank receives payment of the entire amount of the sender's order pursuant to section 47-4A403, subsection A, paragraph 1 or 2; or

3. The opening of the next funds-transfer business day of the bank following the payment date of the order if, at that time, the amount of the sender's order is fully covered by a withdrawable credit balance in an authorized account of the sender or the bank has otherwise received full payment from the sender, unless the order was rejected before that time or is rejected within one hour after that time or one hour after the opening of the next business day of the sender following the payment date if that time is later. If notice of rejection is received by the sender after the payment 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 payment date to the day the sender receives notice or learns that the order was not accepted, counting that day as an elapsed day. If the withdrawable credit balance during that period falls below the amount of the order, the amount of interest payable is reduced accordingly.

C. Acceptance of a payment order cannot occur before the order is received by the receiving bank. Acceptance does not occur under subsection B, paragraph 2 or 3 of this section if the beneficiary of the payment order does not have an account with the receiving bank, the account has been closed or the receiving bank is not permitted by law to receive credits for the beneficiary's account.

D. A payment order issued to the originator's bank cannot be accepted until the payment date if the bank is the beneficiary's bank, or the execution date if the bank is not the beneficiary's bank. If the originator's bank executes the originator's payment order before the execution date or pays the beneficiary of the originator's payment order before the payment date and the payment order is subsequently canceled pursuant to section 47-4A211, subsection B, the bank may recover from the beneficiary any payment received to the extent allowed by the law governing mistake and restitution.
A.R.S. § 47-2A302 — Arizona Code / Title 47 / Chapter 2A / Article 3 / Section 2A302
47-2A302 Title to and possession of goods
Status: in_force

47-2A302. Title to and possession of goods

Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
A.R.S. § 47-2606 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2606
47-2606 What constitutes acceptance of goods
Status: in_force

47-2606. What constitutes acceptance of goods

A. Acceptance of goods occurs when the buyer:

1. After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity; or

2. Fails to make an effective rejection (subsection A of section 47-2602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or

3. Does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.

B. Acceptance of a part of any commercial unit is acceptance of that entire unit.
A.R.S. § 47-2605 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2605
47-2605 Waiver of buyer's objections by failure to particularize
Status: in_force

47-2605. Waiver of buyer's objections by failure to particularize

A. The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach:

1. Where the seller could have cured it if stated seasonably; or

2. Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

B. Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
A.R.S. § 47-4A206 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A206
47-4A206 Transmission of payment order through funds-transfer or other communication system
Status: in_force

47-4A206. Transmission of payment order through funds-transfer or other communication system

A. If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the bank, the system is deemed to be an agent of the sender for the purpose of transmitting the payment order to the bank. If there is a discrepancy between the terms of the payment order transmitted to the system and the terms of the payment order transmitted by the system to the bank, the terms of the payment order of the sender are those transmitted by the system. This section does not apply to a funds-transfer system of the federal reserve banks.

B. This section applies to cancellations and amendments of payment orders to the same extent it applies to payment orders.
A.R.S. § 47-2327 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2327
47-2327 Special incidents of sale on approval and sale or return
Status: in_force

47-2327. Special incidents of sale on approval and sale or return

A. Under a sale on approval unless otherwise agreed:

1. Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and

2. Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and

3. After due notification of election to return, the return is at the seller's risk and expense but a merchant buyer must follow any reasonable instructions.

B. Under a sale or return unless otherwise agreed:

1. The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and

2. The return is at the buyer's risk and expense.
A.R.S. § 47-5108 — Arizona Code / Title 47 / Chapter 5 / Section 5108
47-5108 Issuer's rights and obligations
Status: in_force

47-5108. Issuer's rights and obligations

A. Except as otherwise provided in section 47-5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection E of this section, appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in section 47-5113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear to comply.

B. An issuer has a reasonable time after presentation, but not beyond the end of the seventh business day of the issuer after the day of its receipt of documents:

1. To honor;

2. If the letter of credit provides for honor to be completed more than seven business days after presentation, to accept a draft or incur a deferred obligation; or

3. To give notice to the presenter of discrepancies in the presentation.

C. Except as otherwise provided in subsection D of this section, an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.

D. Failure to give the notice specified in subsection B of this section or to mention fraud, forgery or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in section 47-5109, subsection A or expiration of the letter of credit before presentation.

E. An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Determination of the issuer's observance of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.

F. An issuer is not responsible for:

1. The performance or nonperformance of the underlying contract, arrangement or transaction;

2. An act or omission of others; or

3. Observance or knowledge of the usage of a particular trade other than the standard practice referred to in subsection E of this section.

G. If an undertaking constituting a letter of credit contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.

H. An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.

I. An issuer that has honored a presentation as permitted or required by this chapter:

1. Is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;

2. Takes the documents free of claims of the beneficiary or presenter;

3. Is precluded from asserting a right of recourse on a draft under sections 47-3414 and 47-3415;

4. Except as otherwise provided in sections 47-5110 and 47-5117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender that are apparent on the face of the presentation; and

5. Is discharged to the extent of its performance under the letter of credit unless the issuer honored a presentation in which a required signature of a beneficiary was forged.
A.R.S. § 47-4203 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4203
47-4203 Effect of instructions
Status: in_force

47-4203. Effect of instructions

Subject to chapter 3 of this title concerning conversion of instruments (section 47-3420) and restrictive indorsements (section 47-3206), only a collecting bank's transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.
A.R.S. § 47-7306 — Arizona Code / Title 47 / Chapter 7 / Article 3 / Section 7306
47-7306 Altered bills of lading
Status: in_force

47-7306. Altered bills of lading

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.
A.R.S. § 47-4A503 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A503
47-4A503 Injunction or restraining order with respect to funds transfer
Status: in_force

47-4A503. Injunction or restraining order with respect to funds transfer

For proper cause and in compliance with applicable law, a court may restrain a person from issuing a payment order to initiate a funds transfer, an originator's bank from executing the payment order of the originator or the beneficiary's bank from releasing funds to the beneficiary or the beneficiary from withdrawing the funds. A court may not otherwise restrain a person from issuing a payment order, paying or receiving payment of a payment order, or otherwise acting with respect to a funds transfer.
A.R.S. § 47-2608 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2608
47-2608 Revocation of acceptance in whole or in part
Status: in_force

47-2608. Revocation of acceptance in whole or in part

A. The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it:

1. On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

2. Without discovery of such nonconformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller's assurances.

B. Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

C. A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.

D. The provisions of this section do not apply to a new motor vehicle which is subject to the provisions of title 44, chapter 9, article 5.
A.R.S. § 47-2A202 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A202
47-2A202 Final written expression; parol or extrinsic evidence
Status: in_force

47-2A202. 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 dealing or usage of trade or by course of performance; 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. § 47-5110 — Arizona Code / Title 47 / Chapter 5 / Section 5110
47-5110 Warranties
Status: in_force

47-5110. Warranties

A. If its presentation is honored, the beneficiary warrants:

1. To the issuer, any other person to whom presentation is made and the applicant that there is no fraud or forgery of the kind described in section 47-5109, subsection A; and

2. To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

B. The warranties in subsection A of this section are in addition to warranties arising under chapters 3, 4, 7 and 8 of this title because of the presentation or transfer of documents covered by any of those chapters.
A.R.S. § 47-1307 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1307
47-1307 Prima facie evidence by third party documents
Status: in_force

47-1307. Prima facie evidence by third party documents

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector’s certificate, consular invoice or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
A.R.S. § 47-2A108 — Arizona Code / Title 47 / Chapter 2A / Article 1 / Section 2A108
47-2A108 Unconscionability
Status: in_force

47-2A108. Unconscionability

A. If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

B. With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.

C. Before making a finding of unconscionability under subsection A or B, the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose and effect of the lease contract or clause thereof, or of the conduct.

D. In an action in which the lessee claims unconscionability with respect to a consumer lease:

1. If the court finds unconscionability under subsection A or B, the court shall award reasonable attorney fees to the lessee.

2. If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney fees to the party against whom the claim is made.

3. In determining attorney fees, the amount of the recovery on behalf of the claimant under subsections A and B is not controlling.
A.R.S. § 47-3504 — Arizona Code / Title 47 / Chapter 3 / Article 5 / Section 3504
47-3504 Excused presentment and notice of dishonor
Status: in_force

47-3504. Excused presentment and notice of dishonor

A. Presentment for payment or acceptance of an instrument is excused if:

1. The person entitled to present the instrument cannot with reasonable diligence make presentment;

2. The maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings;

3. By the terms of the instrument presentment is not necessary to enforce the obligation of indorsers or the drawer;

4. The drawer or indorser whose obligation is being enforced has waived presentment or otherwise has no reason to expect or right to require that the instrument be paid or accepted; or

5. The drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.

B. Notice of dishonor is excused if by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument or the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.

C. Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate.
A.R.S. § 47-7502 — Arizona Code / Title 47 / Chapter 7 / Article 5 / Section 7502
47-7502 Rights acquired by due negotiation
Status: in_force

47-7502. Rights acquired by due negotiation

A. Subject to sections 47-7205 and 47-7503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:

1. Title to the document;

2. Title to the goods;

3. All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and

4. The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this chapter, but in the case of a delivery order, the bailee's obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.

B. Subject to section 47-7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:

1. The due negotiation or any prior due negotiation constituted a breach of duty;

2. Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion; or

3. A previous sale or other transfer of the goods or document has been made to a third person.
A.R.S. § 47-2A524 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A524
47-2A524 Lessor's right to identify goods to lease contract
Status: in_force

47-2A524. Lessor's right to identify goods to lease contract

A. After default by the lessee under the lease contract of the type described in section 47-2A523, subsection A or section 47-2A523, subsection C, paragraph 1 or, if agreed, after other default by the lessee, the lessor may:

1. Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and

2. Dispose of goods (section 47-2A527, subsection A) that demonstrably have been intended for the particular lease contract even though those goods are unfinished.

B. If the goods are unfinished, in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization, an aggrieved lessor or the supplier may either complete manufacture and wholly identify the goods to the lease contract or cease manufacture and lease, sell or otherwise dispose of the goods for scrap or salvage value or proceed in any other reasonable manner.
A.R.S. § 47-4108 — Arizona Code / Title 47 / Chapter 4 / Article 1 / Section 4108
47-4108 Time of receipt of items
Status: in_force

47-4108. Time of receipt of items

A. For the purpose of allowing time to process items, prove balances and make the necessary entries on its books to determine its position for the day, a bank may fix an afternoon hour of two p.m. or later as a cutoff hour for the handling of money and items and the making of entries on its books.

B. An item or deposit of money received on any day after a cutoff hour so fixed or after the close of the banking day may be treated as being received at the opening of the next banking day.
A.R.S. § 47-3413 — Arizona Code / Title 47 / Chapter 3 / Article 4 / Section 3413
47-3413 Obligation of acceptor
Status: in_force

47-3413. Obligation of acceptor

A. The acceptor of a draft is obliged to pay the draft:

1. According to its terms at the time it was accepted, even though the acceptance states that the draft is payable "as originally drawn" or equivalent terms;

2. If the acceptance varies the terms of the draft, according to the terms of the draft as varied; or

3. If the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in sections 47-3115 and 47-3407. The obligation is owed to a person entitled to enforce the draft or to the drawer or an indorser who paid the draft under section 47-3414 or 47-3415.

B. If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If the certification or acceptance does not state an amount, if the amount of the instrument is subsequently raised and if the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.
A.R.S. § 47-2A407 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A407
47-2A407 Irrevocable promises; finance leases
Status: in_force

47-2A407. Irrevocable promises; finance leases

A. In the case of a finance lease that is not a consumer lease the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.

B. A promise that has become irrevocable and independent under subsection A:

1. Is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and

2. Is not subject to cancellation, termination, modification, repudiation, excuse or substitution without the consent of the party to whom the promise runs.

C. This section does not affect the validity under any other law of a covenant in any lease contract making the lessee's promises irrevocable and independent upon the lessee's acceptance of the goods.
A.R.S. § 47-4A502 — Arizona Code / Title 47 / Chapter 4A / Article 5 / Section 4A502
47-4A502 Creditor process served on receiving bank; setoff by beneficiary's bank
Status: in_force

47-4A502. Creditor process served on receiving bank; setoff by beneficiary's bank

A. As used in this section, "creditor process" means levy, attachment, garnishment, notice of lien, sequestration or similar process issued by or on behalf of a creditor or other claimant with respect to an account.

B. This subsection applies to creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining rights with respect to the creditor process, if the receiving bank accepts the payment order the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.

C. If a beneficiary's bank has received a payment order for payment to the beneficiary's account in the bank, the following rules apply:

1. The bank may credit the beneficiary's account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy creditor process served on the bank with respect to the account.

2. The bank may credit the beneficiary's account and allow withdrawal of the amount credited unless creditor process with respect to the account is served at a time and in a manner affording the bank a reasonable opportunity to act to prevent withdrawal.

3. If creditor process with respect to the beneficiary's account has been served and the bank has had a reasonable opportunity to act on it, the bank may not reject the payment order except for a reason unrelated to the service of process.

D. Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary's bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not obliged to act with respect to the process.
A.R.S. § 47-4A203 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A203
47-4A203 Unenforceability of certain verified payment orders
Status: in_force

47-4A203. Unenforceability of certain verified payment orders

A. If an accepted payment order is not, under section 47-4A202, subsection A, an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to section 47-4A202, subsection B, the following rules apply:

1. By express written agreement, the receiving bank may limit the extent to which it is entitled to enforce or retain payment of the payment order.

2. The receiving bank is not entitled to enforce or retain payment of the payment order if the customer proves that the order was not caused, directly or indirectly, by a person entrusted at any time with duties to act for the customer with respect to payment orders or the security procedure or who obtained access to transmitting facilities of the customer or who obtained, from a source controlled by the customer and without authority of the receiving bank, information facilitating breach of the security procedure, regardless of how the information was obtained or whether the customer was at fault. Information includes any access device, computer software or the like.

B. This section applies to amendments of payment orders to the same extent it applies to payment orders.
A.R.S. § 47-4A202 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A202
47-4A202 Authorized and verified payment orders
Status: in_force

47-4A202. Authorized and verified payment orders

A. A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is otherwise bound by it under the law of agency.

B. If a bank and its customer have agreed that the authenticity of payment orders issued to the bank in the name of the customer as sender will be verified pursuant to a security procedure, a payment order received by the receiving bank is effective as the order of the customer, whether or not authorized, if the security procedure is a commercially reasonable method of providing security against unauthorized payment orders and the bank proves that it accepted the payment order in good faith and in compliance with the security procedure and any written agreement or instruction of the customer restricting acceptance of payment orders issued in the name of the customer. The bank is not required to follow an instruction that violates a written agreement with the customer or notice of which is not received at a time and in a manner affording the bank a reasonable opportunity to act on it before the payment order is accepted.

C. Commercial reasonableness of a security procedure is a question of law to be determined by considering the wishes of the customer expressed to the bank, the circumstances of the customer known to the bank, including the size, type and frequency of payment orders normally issued by the customer to the bank, alternative security procedures offered to the customer and security procedures in general use by customers and receiving banks similarly situated. A security procedure is deemed to be commercially reasonable if:

1. The security procedure was chosen by the customer after the bank offered, and the customer refused, a security procedure that was commercially reasonable for that customer; and

2. The customer expressly agreed in writing to be bound by any payment order, whether or not authorized, issued in its name and accepted by the bank in compliance with the security procedure chosen by the customer.

D. The term "sender" in this chapter includes the customer in whose name a payment order is issued if the order is the authorized order of the customer under subsection A of this section, or it is effective as the order of the customer under subsection B of this section.

E. This section applies to amendments and cancellations of payment orders to the same extent it applies to payment orders.

F. Except as provided in this section and in section 47-4A203, subsection A, paragraph 1, rights and obligations arising under this section or section 47-4A203 may not be varied by agreement.
A.R.S. § 47-5107 — Arizona Code / Title 47 / Chapter 5 / Section 5107
47-5107 Confirmer; nominated person
Status: in_force

47-5107. Confirmer; nominated person

A. A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.

B. A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

C. A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary to accurately advise the terms of the letter of credit, confirmation, amendment or advice received by that person and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation or amendment is enforceable as issued.

D. A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment or advice has the rights and obligations of an adviser under subsection C. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment or advice received by the person who so notifies.
A.R.S. § 47-7203 — Arizona Code / Title 47 / Chapter 7 / Article 2 / Section 7203
47-7203 Liability for nonreceipt or misdescription
Status: in_force

47-7203. Liability for nonreceipt or misdescription

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies on the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that:

1. The document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as a case in which the description is in terms of marks or labels or kind, quantity or condition or the receipt or description is qualified by "contents, condition and quality unknown", "said to contain" or words of similar import, if the indication is true; or

2. The party or purchaser otherwise has notice of the nonreceipt or misdescription.
A.R.S. § 47-7402 — Arizona Code / Title 47 / Chapter 7 / Article 4 / Section 7402
47-7402 Duplicate document of title; overissue
Status: in_force

47-7402. Duplicate document of title; overissue

A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen or destroyed documents or substitute documents issued pursuant to section 47-7105.  The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.
A.R.S. § 47-4A301 — Arizona Code / Title 47 / Chapter 4A / Article 3 / Section 4A301
47-4A301 Execution and execution date
Status: in_force

47-4A301. Execution and execution date

A. A payment order is "executed" by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank. A payment order received by the beneficiary's bank can be accepted but cannot be executed.

B. "Execution date" of a payment order means the day on which the receiving bank may properly issue a payment order in execution of the sender's order. The execution date may be determined by instruction of the sender but cannot be earlier than the day the order is received and, unless otherwise determined, is the day the order is received. If the sender's instruction states a payment date, the execution date is the payment date or an earlier date on which execution is reasonably necessary to allow payment to the beneficiary on the payment date.
A.R.S. § 47-2A401 — Arizona Code / Title 47 / Chapter 2A / Article 4 / Section 2A401
47-2A401 Insecurity; adequate assurance of performance
Status: in_force

47-2A401. Insecurity; adequate assurance of performance

A. A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.

B. If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he has not already received the agreed return.

C. A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed thirty days after receipt of a demand by the other party.

D. Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.

E. Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
A.R.S. § 47-3605 — Arizona Code / Title 47 / Chapter 3 / Article 6 / Section 3605
47-3605 Discharge of indorsers and accommodation parties
Status: in_force

47-3605. Discharge of indorsers and accommodation parties

A. In this section, the term "indorser" includes a drawer having the obligation described in section 47-3414, subsection D.

B. Discharge, under section 47-3604, of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation party having a right of recourse against the discharged party.

C. If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an indorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the indorser or accommodation party proves that the extension caused loss to the indorser or accommodation party with respect to the right of recourse.

D. If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an indorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the indorser or accommodation party with respect to the right of recourse. The loss suffered by the indorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.

E. If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an indorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge or the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.

F. If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than that party would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection E of this section, the party is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.

G. Under subsection E or F of this section, impairing value of an interest in collateral includes:

1. Failure to obtain or maintain perfection or recordation of the interest in collateral;

2. Release of collateral without substitution of collateral of equal value;

3. Failure to perform a duty to preserve the value of collateral owed, under chapter 9 of this title or other law, to a debtor or surety or other person secondarily liable; or

4. Failure to comply with applicable law in disposing of collateral.

H. An accommodation party is not discharged under subsection C, D or E of this section unless the person entitled to enforce the instrument knows of the accommodation or has notice under section 47-3419, subsection C that the instrument was signed for accommodation.

I. A party is not discharged under this section if:

1. The party asserting discharge consents to the event or conduct that is the basis of the discharge; or

2. The instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral.
A.R.S. § 47-8113 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8113
47-8113 Statute of frauds inapplicable
Status: in_force

47-8113. Statute of frauds inapplicable

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
A.R.S. § 47-4A405 — Arizona Code / Title 47 / Chapter 4A / Article 4 / Section 4A405
47-4A405 Payment by beneficiary's bank to beneficiary
Status: in_force

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

A. If the beneficiary's bank credits an account of the beneficiary of a payment order, payment of the bank's obligation under section 47-4A404, subsection A occurs when and to the extent:

1. The beneficiary is notified of the right to withdraw the credit;

2. The bank lawfully applies the credit to a debt of the beneficiary; or

3. Funds with respect to the order are otherwise made available to the beneficiary by the bank.

B. If the beneficiary's bank does not credit an account of the beneficiary of a payment order, the time when payment of the bank's obligation under section 47-4A404, subsection A occurs is governed by principles of law that determine when an obligation is satisfied.

C. Except as stated in subsections D and E of this section, if the beneficiary's bank pays the beneficiary of a payment order under a condition to payment or agreement of the beneficiary giving the bank the right to recover payment from the beneficiary if the bank does not receive payment of the order, the condition to payment or agreement is not enforceable.

D. A funds-transfer system rule may provide that payments made to beneficiaries of funds transfers made through the system are provisional until receipt of payment by the beneficiary's bank of the payment order it accepted. A beneficiary's bank that makes a payment that is provisional under the rule is entitled to refund from the beneficiary if the rule requires that both the beneficiary and the originator be given notice of the provisional nature of the payment before the funds transfer is initiated, the beneficiary, the beneficiary's bank and the originator's bank agreed to be bound by the rule and the beneficiary's bank did not receive payment of the payment order that it accepted. If the beneficiary is obliged to refund payment to the beneficiary's bank, acceptance of the payment order by the beneficiary's bank is nullified and no payment by the originator of the funds transfer to the beneficiary occurs under section 47-4A406.

E. This subsection applies to a funds transfer that includes a payment order transmitted over a funds-transfer system that nets obligations multilaterally among participants and has in effect a loss-sharing agreement among participants for the purpose of providing funds necessary to complete settlement of the obligations of one or more participants that do not meet their settlement obligations. If the beneficiary's bank in the funds transfer accepts a payment order and the system fails to complete settlement pursuant to its rules with respect to any payment order in the funds transfer:

1. The acceptance by the beneficiary's bank is nullified and no person has any right or obligation based on the acceptance;

2. The beneficiary's bank is entitled to recover payment from the beneficiary;

3. No payment by the originator to the beneficiary occurs under section 47-4A406; and

4. Subject to section 47-4A402, subsection E, each sender in the funds transfer is excused from its obligation to pay its payment order under section 47-4A402, subsection C because the funds transfer has not been completed.
A.R.S. § 47-2607 — Arizona Code / Title 47 / Chapter 2 / Article 6 / Section 2607
47-2607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over
Status: in_force

47-2607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over

A. The buyer must pay at the contract rate for any goods accepted.

B. Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a non-conformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the non-conformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for non-conformity.

C. Where a tender has been accepted:

1. The buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and

2. If the claim is one for infringement or the like (subsection C of section 47-2312) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.

D. The burden is on the buyer to establish any breach with respect to the goods accepted.

E. Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over:

1. He may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound.

2. If the claim is one for infringement or the like (subsection C of section 47-2312) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.

F. The provisions of subsections C, D and E of this section apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection C of section 47-2312).
A.R.S. § 47-3101 — Arizona Code / Title 47 / Chapter 3 / Article 1 / Section 3101
47-3101 Short title
Status: in_force

47-3101. Short title

This chapter may be cited as the Uniform Commercial Code -- Negotiable Instruments.
A.R.S. § 47-8102 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8102
47-8102 Definitions
Status: in_force

47-8102. Definitions

A. In this chapter, unless the context otherwise requires:

1. "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset.

2. "Bearer form", as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an indorsement.

3. "Broker" means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

4. "Certificated security" means a security that is represented by a certificate.

5. "Clearing corporation" means:

(a) A person that is registered as a "clearing agency" under the federal securities laws;

(b) A federal reserve bank; or

(c) Any other person that provides clearance or settlement services with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the registration requirement, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

6. "Communicate" means to:

(a) Send a signed writing; or

(b) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

7. "Entitlement holder" means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of section 47-8501, subsection B, paragraph 2 or 3, that person is the entitlement holder.

8. "Entitlement order" means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

9. "Financial asset", except as otherwise provided in section 47-8103, means:

(a) A security;

(b) An obligation of a person or a share, participation or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

(c) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this chapter. As the context requires, the term means either the interest itself or the means by which a person's claim to it is evidenced, including a certificated or uncertificated security, a security certificate or a security entitlement.

10. "Good faith", for purposes of the obligation of good faith in the performance or enforcement of contracts or duties within this chapter, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

11. "Indorsement" means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem it.

12. "Instruction" means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.

13. "Registered form", as applied to a certificated security, means a form in which:

(a) The security certificate specifies a person entitled to the security; and

(b) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

14. "Securities intermediary" means:

(a) A clearing corporation; or

(b) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

15. "Security", except as otherwise provided in section 47-8103, means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:

(a) Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

(b) Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and

(c) Which:

(i) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

(ii) Is a medium for investment and by its terms expressly provides that it is a security governed by this chapter.

16. "Security certificate" means a certificate representing a security.

17. "Security entitlement" means the rights and property interest of an entitlement holder with respect to a financial asset specified in article 5 of this chapter.

18. "Uncertificated security" means a security that is not represented by a certificate.

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

1. "Appropriate person". Section 47-8107.

2. "Control". Section 47-8106.

3. "Delivery". Section 47-8301.

4. "Investment company security". Section 47-8103.

5. "Issuer". Section 47-8201.

6. "Overissue". Section 47-8210.

7. "Protected purchaser". Section 47-8303.

8. "Securities account". Section 47-8501.

C. In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.

D. The characterization of a person, business or transaction for purposes of this chapter does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule.
A.R.S. § 47-2A215 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A215
47-2A215 Cumulation and conflict of warranties express or implied
Status: in_force

47-2A215. Cumulation and conflict of warranties express or implied

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines 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. § 47-2A518 — Arizona Code / Title 47 / Chapter 2A / Article 5 / Section 2A518
47-2A518 Cover; substitute goods
Status: in_force

47-2A518. Cover; substitute goods

A. After a default by a lessor under the lease contract of the type described in section 47-2A508, subsection A, or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from the lessor.

B. Except as otherwise provided with respect to damages liquidated in the lease agreement (section 47-2A504) or otherwise determined pursuant to agreement of the parties (sections 47-1302 and 47-2A503), if a lessee's cover is by a lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessee may recover from the lessor as damages the present value, as of the date of the commencement of the term of the new lease agreement, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement minus the present value as of the same date of the total rent for the then remaining lease term of the original lease agreement, and any incidental or consequential damages, less expenses saved in consequence of the lessor's default.

C. If a lessee's cover is by lease agreement that for any reason does not qualify for treatment under subsection B of this section, or is by purchase or otherwise, the lessee may recover from the lessor as if the lessee had elected not to cover and section 47-2A519 governs.
A.R.S. § 47-2506 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2506
47-2506 Rights of financing agency
Status: in_force

47-2506. Rights of financing agency

A. A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper's right to have the draft honored by the buyer.

B. The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.
A.R.S. § 47-2321 — Arizona Code / Title 47 / Chapter 2 / Article 3 / Section 2321
47-2321 C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival
Status: in_force

47-2321. C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival

Under a contract containing a term C.I.F. or C. & F.:

1. Where the price is based on or is to be adjusted according to "net landed weights", "delivered weights", "out turn" quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.

2. An agreement described in paragraph 1 or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.

3. Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
A.R.S. § 47-4A108 — Arizona Code / Title 47 / Chapter 4A / Article 1 / Section 4A108
47-4A108 Relationship to electronic fund transfer act
Status: in_force

47-4A108. Relationship to electronic fund transfer act

A. Except as provided in subsection B of this section, this chapter does not apply to a funds transfer any part of which is governed by the electronic fund transfer act of 1978 (title XX, P.L. 95-630, 92 Stat. 3728, 15 United States Code section 1693 et seq.) as amended from time to time.

B. This article applies to a funds transfer that is a remittance transfer as defined in the electronic fund transfer act (15 United States Code section 1693o-1) as amended from time to time, unless the remittance transfer is an electronic fund transfer as defined in the electronic fund transfer act (15 United States Code section 1693a) as amended from time to time.

C. In a fund transfer to which this article applies, in the event of an inconsistency between an applicable provision of this article and an applicable provision of the electronic fund transfer act, the provision of the electronic fund transfer act governs to the extent of the inconsistency.
A.R.S. § 47-4A302 — Arizona Code / Title 47 / Chapter 4A / Article 3 / Section 4A302
47-4A302 Obligations of receiving bank in execution of payment order
Status: in_force

47-4A302. Obligations of receiving bank in execution of payment order

A. Except as provided in subsections B, C and D of this section, if the receiving bank accepts a payment order pursuant to section 47-4A209, subsection A, the bank has the following obligations in executing the order:

1. The receiving bank is obliged to issue, on the execution date, a payment order complying with the sender's order and to follow the sender's instructions concerning any intermediary bank or funds-transfer system to be used in carrying out the funds transfer or the means by which payment orders are to be transmitted in the funds transfer. If the originator's bank issues a payment order to an intermediary bank, the originator's bank is obliged to instruct the intermediary bank according to the instruction of the originator. An intermediary bank in the funds transfer is similarly bound by an instruction given to it by the sender of the payment order it accepts.

2. If the sender's instruction states that the funds transfer is to be carried out telephonically or by wire transfer or otherwise indicates that the funds transfer is to be carried out by the most expeditious means, the receiving bank is obliged to transmit its payment order by the most expeditious available means, and to instruct any intermediary bank accordingly. If a sender's instruction states a payment date, the receiving bank is obliged to transmit its payment order at a time and by means reasonably necessary to allow payment to the beneficiary on the payment date or as soon thereafter as is feasible.

B. Unless otherwise instructed, a receiving bank executing a payment order may use any funds-transfer system if use of that system is reasonable in the circumstances and issue a payment order to the beneficiary's bank or to an intermediary bank through which a payment order conforming to the sender's order can expeditiously be issued to the beneficiary's bank if the receiving bank exercises ordinary care in the selection of the intermediary bank. A receiving bank is not required to follow an instruction of the sender designating a funds-transfer system to be used in carrying out the funds transfer if the receiving bank, in good faith, determines that it is not feasible to follow the instruction or that following the instruction would unduly delay completion of the funds transfer.

C. Unless subsection A, paragraph 2 of this section applies or the receiving bank is otherwise instructed, the bank may execute a payment order by transmitting its payment order by first class mail or by any means reasonable in the circumstances. If the receiving bank is instructed to execute the sender's order by transmitting its payment order by a particular means, the receiving bank may issue its payment order by the means stated or by any means as expeditious as the means stated.

D. Unless instructed by the sender, the receiving bank:

1. May not obtain payment of its charges for services and expenses in connection with the execution of the sender's order by issuing a payment order in an amount equal to the amount of the sender's order less the amount of the charges; and

2. May not instruct a subsequent receiving bank to obtain payment of its charges in the same manner.
A.R.S. § 47-8103 — Arizona Code / Title 47 / Chapter 8 / Article 1 / Section 8103
47-8103 Rules for determining whether certain obligations and interests as securities or financial assets
Status: in_force

47-8103. Rules for determining whether certain obligations and interests as securities or financial assets

A. A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security.

B. An investment company security is a security. "Investment company security" means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

C. An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this chapter, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.

D. A writing that is a security certificate is governed by this chapter and not by chapter 3 of this title, even though it also meets the requirements of that chapter. However, a negotiable instrument governed by chapter 3 of this title is a financial asset if it is held in a securities account.

E. An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

F. A commodity contract, as defined in section 47-9102, is not a security or a financial asset.

G. A document of title is not a financial asset unless section 47-8102, subsection A, paragraph 9, subdivision (c) applies.
A.R.S. § 47-4104 — Arizona Code / Title 47 / Chapter 4 / Article 1 / Section 4104
47-4104 Definitions and index of definitions
Status: in_force

47-4104. Definitions and index of definitions

A. In this chapter, unless the context otherwise requires:

1. "Account" means any deposit or credit account with a bank, including a demand, time, savings, passbook, share draft or like account, other than an account evidenced by a certificate of deposit.

2. "Afternoon" means the period of a day between noon and midnight.

3. "Banking day" means the part of a day on which a bank is open to the public for carrying on substantially all of its banking functions.

4. "Clearing house" means an association of banks or other payors regularly clearing items.

5. "Customer" means a person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank.

6. "Documentary draft" means a draft to be presented for acceptance or payment if specified documents, certificated securities (section 47-8102) or instructions for uncertificated securities (section 47-8102) or other certificates, statements or the like are to be received by the drawee or other payor before acceptance or payment of the draft.

7. "Draft" means a draft as defined in section 47-3104 or an item, other than an instrument, that is an order.

8. "Drawee" means a person ordered in a draft to make payment.

9. "Item" means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by chapter 4A of this title or a credit or debit card slip.

10. "Midnight deadline" with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later.

11. "Settle" means to pay in cash, by clearing-house settlement, in a charge or credit or by remittance, or otherwise as agreed. A settlement may be either provisional or final.

12. "Suspends payments" with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over or that it ceases or refuses to make payments in the ordinary course of business.

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

1. "Agreement for electronic presentment". Section 47-4110.

2. "Bank". Section 47-4105.

3. "Collecting bank". Section 47-4105.

4. "Depositary bank". Section 47-4105.

5. "Intermediary bank". Section 47-4105.

6. "Payor bank". Section 47-4105.

7. "Presenting bank". Section 47-4105.

8. "Presentment notice". Section 47-4110.

C. "Control" as provided in section 47-7106 and the following definitions in other chapters apply to this chapter:

1. "Acceptance". Section 47-3409.

2. "Alteration". Section 47-3407.

3. "Cashier's check". Section 47-3104.

4. "Certificate of deposit". Section 47-3104.

5. "Certified check". Section 47-3409.

6. "Check". Section 47-3104.

7. "Good faith". Section 47-3103.

8. "Holder in due course". Section 47-3302.

9. "Instrument". Section 47-3104.

10. "Notice of dishonor". Section 47-3503.

11. "Order". Section 47-3103.

12. "Ordinary care". Section 47-3103.

13. "Person entitled to enforce". Section 47-3301.

14. "Presentment". Section 47-3501.

15. "Promise". Section 47-3103.

16. "Prove". Section 47-3103.

17. "Teller's check". Section 47-3104.

18. "Unauthorized signature". Section 47-3403.

D. In addition, chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
A.R.S. § 47-1101 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1101
47-1101 Short title
Status: in_force

47-1101. Short title

A. This title may be cited as the uniform commercial code.

B. This chapter may be cited as uniform commercial code - general provisions.
A.R.S. § 47-4A211 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A211
47-4A211 Cancellation and amendment of payment order
Status: in_force

47-4A211. Cancellation and amendment of payment order

A. A communication of the sender of a payment order cancelling or amending the order may be transmitted to the receiving bank orally, electronically or in writing. If a security procedure is in effect between the sender and the receiving bank, the communication is not effective to cancel or amend the order unless the communication is verified pursuant to the security procedure or the bank agrees to the cancellation or amendment.

B. Subject to subsection A, a communication by the sender cancelling or amending a payment order is effective to cancel or amend the order if notice of the communication is received at a time and in a manner affording the receiving bank a reasonable opportunity to act on the communication before the bank accepts the payment order.

C. After a payment order has been accepted, cancellation or amendment of the order is not effective unless the receiving bank agrees or a funds-transfer system rule allows cancellation or amendment without agreement of the bank and:

1. With respect to a payment order accepted by a receiving bank other than the beneficiary's bank, cancellation or amendment is not effective unless a conforming cancellation or amendment of the payment order issued by the receiving bank is also made.

2. With respect to a payment order accepted by the beneficiary's bank, cancellation or amendment is not effective unless the order was issued in execution of an unauthorized payment order, or because of a mistake by a sender in the funds transfer which resulted in the issuance of a payment order that is a duplicate of a payment order previously issued by the sender, that orders payment to a beneficiary not entitled to receive payment from the originator or that orders payment in an amount greater than the amount the beneficiary was entitled to receive from the originator. If the payment order is canceled or amended, the beneficiary's bank is entitled to recover from the beneficiary any amount paid to the beneficiary to the extent allowed by the law governing mistake and restitution.

D. An unaccepted payment order is canceled by operation of law at the close of the fifth funds-transfer business day of the receiving bank after the execution date or payment date of the order.

E. A canceled payment order cannot be accepted. If an accepted payment order is canceled, the acceptance is nullified and no person has any right or obligation based on the acceptance. Amendment of a payment order is deemed to be cancellation of the original order at the time of amendment and issue of a new payment order in the amended form at the same time.

F. Unless otherwise provided in an agreement of the parties or in a funds-transfer system rule, if the receiving bank, after accepting a payment order, agrees to cancellation or amendment of the order by the sender or is bound by a funds-transfer system rule allowing cancellation or amendment without the bank's agreement, the sender, whether or not cancellation or amendment is effective, is liable to the bank for any loss and expenses, including reasonable attorney fees, incurred by the bank as a result of the cancellation or amendment or attempted cancellation or amendment.

G. A payment order is not revoked by the death or legal incapacity of the sender unless the receiving bank knows of the death or of an adjudication of incapacity by a court of competent jurisdiction and has reasonable opportunity to act before acceptance of the order.

H. A funds-transfer system rule is not effective to the extent it conflicts with subsection C, paragraph 2.
A.R.S. § 47-1103 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1103
47-1103 Construction to promote purposes and policies; applicability of supplemental principles of law
Status: in_force

47-1103. Construction to promote purposes and policies; applicability of supplemental principles of law

A. This title must be liberally construed and applied to promote its underlying purposes and policies, which are:

1. To simplify, clarify and modernize the law governing commercial transactions;

2. To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and

3. To make uniform the law among the various jurisdictions.

B. Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy and other validating or invalidating cause supplement its provisions.
A.R.S. § 47-9107 — Arizona Code / Title 47 / Chapter 9 / Article 1 / Section 9107
47-9107 Control of letter-of-credit right
Status: in_force

47-9107. Control of letter-of-credit right

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under section 47-5114, subsection C or otherwise applicable law or practice.
A.R.S. § 47-2508 — Arizona Code / Title 47 / Chapter 2 / Article 5 / Section 2508
47-2508 Cure by seller of improper tender or delivery; replacement
Status: in_force

47-2508. Cure by seller of improper tender or delivery; replacement

A. Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.

B. Where the buyer rejects a non-conforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
A.R.S. § 47-8405 — Arizona Code / Title 47 / Chapter 8 / Article 4 / Section 8405
47-8405 Replacement of lost, destroyed or wrongfully taken security certificate
Status: in_force

47-8405. Replacement of lost, destroyed or wrongfully taken security certificate

A. If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner:

1. So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;

2. Files with the issuer a sufficient indemnity bond; and

3. Satisfies other reasonable requirements imposed by the issuer.

B. If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by section 47-8210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
A.R.S. § 47-2716 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2716
47-2716 Buyer's right to specific performance or replevin
Status: in_force

47-2716. Buyer's right to specific performance or replevin

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

B. The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.

C. The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family or household purposes, the buyer's right of replevin vests on acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
A.R.S. § 47-8203 — Arizona Code / Title 47 / Chapter 8 / Article 2 / Section 8203
47-8203 Staleness as notice of defect or defense
Status: in_force

47-8203. Staleness as notice of defect or defense

After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:

1. Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

2. Is not covered by paragraph 1 and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
A.R.S. § 47-1310 — Arizona Code / Title 47 / Chapter 1 / Article 3 / Section 1310
47-1310 Subordinated obligation
Status: in_force

47-1310. Subordinated obligation

An obligation may be issued as subordinated to performance of another obligation of the person obligated or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated.  Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
A.R.S. § 47-1108 — Arizona Code / Title 47 / Chapter 1 / Article 1 / Section 1108
47-1108 Relation to electronic signatures in global and national commerce act
Status: in_force

47-1108. Relation to electronic signatures in global and national commerce act

This chapter modifies, limits and supersedes the federal electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code sections 7001 through 7006, section 7021 and section 7031) but does not modify, limit or supersede section 101(c) of that act (P.L. 106-229; 114 Stat. 464; 15 United States Code section 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (P.L. 106-229; 114 Stat. 464; 15 United States Code section 103(b)).
A.R.S. § 47-4A208 — Arizona Code / Title 47 / Chapter 4A / Article 2 / Section 4A208
47-4A208 Misdescription of intermediary bank or beneficiary's bank
Status: in_force

47-4A208. Misdescription of intermediary bank or beneficiary's bank

A. The following rules apply to a payment order identifying an intermediary bank or the beneficiary's bank only by an identifying number:

1. The receiving bank may rely on the number as the proper identification of the intermediary or beneficiary's bank and need not determine whether the number identifies a bank.

2. The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

B. The following rules apply to a payment order identifying an intermediary bank or the beneficiary's bank both by name and an identifying number if the name and number identify different persons:

1. If the sender is a bank, the receiving bank may rely on the number as the proper identification of the intermediary or beneficiary's bank if the receiving bank, when it executes the sender's order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person or whether the number refers to a bank. The sender is obliged to compensate the receiving bank for any loss and expenses incurred by the receiving bank as a result of its reliance on the number in executing or attempting to execute the order.

2. If the sender is not a bank and the receiving bank proves that the sender, before the payment order was accepted, had notice that the receiving bank might rely on the number as the proper identification of the intermediary or beneficiary's bank even if it identifies a person different from the bank identified by name, the rights and obligations of the sender and the receiving bank are governed by subsection B, paragraph 1 of this section, as though the sender were a bank. Proof of notice may be made by any admissible evidence. The receiving bank satisfies the burden of proof if it proves that the sender, before the payment order was accepted, signed a writing stating the information to which the notice relates.

3. Regardless of whether the sender is a bank, the receiving bank may rely on the name as the proper identification of the intermediary or beneficiary's bank if the receiving bank, at the time it executes the sender's order, does not know that the name and number identify different persons. The receiving bank need not determine whether the name and number refer to the same person.

4. If the receiving bank knows that the name and number identify different persons, reliance on either the name or the number in executing the sender's payment order is a breach of the obligation stated in section 47-4A302, subsection A, paragraph 1.
A.R.S. § 47-2A220 — Arizona Code / Title 47 / Chapter 2A / Article 2 / Section 2A220
47-2A220 Effect of default on risk of loss
Status: in_force

47-2A220. Effect of default on risk of loss

A. Where risk of loss is to pass to the lessee and the time of passage is not stated:

1. If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.

2. If the lessee rightfully revokes acceptance, he, to the extent of any deficiency in his effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.

B. Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
A.R.S. § 47-2706 — Arizona Code / Title 47 / Chapter 2 / Article 7 / Section 2706
47-2706 Seller's resale including contract for resale
Status: in_force

47-2706. Seller's resale including contract for resale

A. Under the conditions stated in section 47-2703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this chapter (section 47-2710), but less expenses saved in consequence of the buyer's breach.

B. Except as otherwise provided in subsection C of this section or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.

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

D. Where the resale is at public sale:

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

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

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

4. The seller may buy.

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

F. The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (section 47-2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection C of section 47-2711).
A.R.S. § 47-4211 — Arizona Code / Title 47 / Chapter 4 / Article 2 / Section 4211
47-4211 When bank gives value for purposes of holder in due course
Status: in_force

47-4211. When bank gives value for purposes of holder in due course

For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of section 47-3302 on what constitutes a holder in due course.
A.R.S. § 47-4501 — Arizona Code / Title 47 / Chapter 4 / Article 5 / Section 4501
47-4501 Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor
Status: in_force

47-4501. Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor

A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the draft has not been paid or accepted in due course, shall seasonably notify its customer of the fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.