reglab/housing_qa huggingface dataset:
6 DE Code § 2-505. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-505. Seller's shipment under reservation.

§ 2-505. Seller's shipment under reservation. (1) Where the seller has identified goods to the contract by or before shipment:  (a) his or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her 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. (b) a non-negotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of § 2-507) a non-negotiable 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. (2) 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 the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's power as a holder of a negotiable document. 5A Del. C. 1953, §§  2-505;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  12;
6 DE Code § 2-506. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-506. Rights of financing agency.

§ 2-506. Rights of financing agency. (1) 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. (2) 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. 5A Del. C. 1953, §§  2-506;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  13;
6 DE Code § 2-507. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-507. Effect of seller's tender; delivery on condition.

§ 2-507. Effect of seller's tender; delivery on condition. (1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his or her duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract. (2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his or her right as against the seller to retain or dispose of them is conditional upon his or her making the payment due. 5A Del. C. 1953, §§  2-507;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-508. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-508. Cure by seller of improper tender or delivery; replacement.

§ 2-508. Cure by seller of improper tender or delivery; replacement. (1) 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 or her intention to cure and may then within the contract time make a conforming delivery. (2) 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 or she seasonably notifies the buyer have a further reasonable time to substitute a conforming tender. 5A Del. C. 1953, §§  2-508;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-509. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-509. Risk of loss in the absence of breach.

§ 2-509. Risk of loss in the absence of breach. (1) Where the contract requires or authorizes the seller to ship the goods by carrier (a) if it does not require him or her to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (Section 2-505); but (b) if it does require him or her to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery. (2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer (a) on the buyer's receipt of possession or control of a negotiable document of title covering the goods; or (b) on acknowledgment by the bailee of the buyer's right to possession of the goods; or (c) after his or her receipt of possession or control of a non-negotiable document of title or other direction to deliver in a record, as provided in subsection (4)(b) of Section 2-503. (3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his or her receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery. (4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (Section 2-327) and on effect of breach on risk of loss (Section 2-510). 5A Del. C. 1953, §§  2-509;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  14;
6 DE Code § 2-510. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-510. Effect of breach on risk of loss.

§ 2-510. Effect of breach on risk of loss. (1) 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. (2) Where the buyer rightfully revokes acceptance he or she may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as having rested on the seller from the beginning. (3) 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 or her, the seller may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time. 5A Del. C. 1953, §§  2-510;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-511. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-511. Tender of payment by buyer; payment by check.

§ 2-511. Tender of payment by buyer; payment by check. (1) Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. (2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it. (3) Subject to the provisions of this subtitle on the effect of an instrument on an obligation (Section 3-802 [see now Section 3-310]), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment. 5A Del. C. 1953, §§  2-511;  55 Del. Laws, c. 349.;
6 DE Code § 2-512. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-512. Payment by buyer before inspection.

§ 2-512. Payment by buyer before inspection. (1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless (a) the non-conformity appears without inspection; or (b) despite tender of the required documents the circumstances would justify injunction against honor under this subtitle (Section 5-109(b)). (2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyer's right to inspect or any of his or her remedies. 5A Del. C. 1953, §§  2-512;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  71 Del. Laws, c. 393, §  3;
6 DE Code § 2-513. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-513. Buyer's right to inspection of goods.

§ 2-513. Buyer's right to inspection of goods. (1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival. (2) Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected. (3) Unless otherwise agreed and subject to the provisions of this Article on C.I.F. contracts (subsection (3) of Section 2-321), the buyer is not entitled to inspect the goods before payment of the price when the contract provides (a) for delivery “C.O.D.” or on other like terms; or (b) for payment against documents of title, except where such payment is due only after the goods are to become available for inspection. (4) A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract. 5A Del. C. 1953, §§  2-513;  55 Del. Laws, c. 349.;
6 DE Code § 2-514. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-514. When documents deliverable on acceptance; when on payment.

§ 2-514. 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. 5A Del. C. 1953, §§  2-514;  55 Del. Laws, c. 349.;
6 DE Code § 2-515. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 5. Performance|§ 2-515. Preserving evidence of goods in dispute.

§ 2-515. Preserving evidence of goods in dispute. In furtherance of the adjustment of any claim or dispute (a) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other; and (b) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.5A Del. C. 1953, §§  2-515;  55 Del. Laws, c. 349.;
6 DE Code § 2-601. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-601. Buyer's rights on improper delivery.

§ 2-601. Buyer's rights on improper delivery. Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2-718 and 2-719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may (a) reject the whole; or (b) accept the whole; or (c) accept any commercial unit or units and reject the rest.5A Del. C. 1953, §§  2-601;  55 Del. Laws, c. 349.;
6 DE Code § 2-602. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-602. Manner and effect of rightful rejection.

§ 2-602. Manner and effect of rightful rejection. (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected goods (Sections 2-603 and 2-604), (a) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and (b) if the buyer has before rejection taken physical possession of goods in which he or she does not have a security interest under the provisions of this Article (subsection (3) of Section 2-711), he or she 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 (c) the buyer has no further obligations with regard to goods rightfully rejected. (3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this Article on Seller's remedies in general (Section 2-703). 5A Del. C. 1953, §§  2-602;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-603. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-603. Merchant buyer's duties as to rightfully rejected goods.

§ 2-603. Merchant buyer's duties as to rightfully rejected goods. (1) Subject to any security interest in the buyer (subsection (3) of Section 2-711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his or her possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller's account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming. (2) When the buyer sells goods under subsection (1), he or she is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding ten per cent on the gross proceeds. (3) In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages. 5A Del. C. 1953, §§  2-603;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-604. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-604. Buyer's options as to salvage of rightfully rejected goods.

§ 2-604. Buyer's options as to salvage of rightfully rejected goods. Subject to the provisions of the immediately preceding section on perishables, if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller's account or reship them to him or her or resell them for the seller's account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion. 5A Del. C. 1953, §§  2-604;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-605. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-605. Waiver of buyer's objections by failure to particularize.

§ 2-605. Waiver of buyer's objections by failure to particularize. (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him or her from relying on the unstated defect to justify rejection or to establish breach (a) where the seller could have cured it if stated seasonably; or (b) 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. (2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents. 5A Del. C. 1953, §§  2-605;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;  74 Del. Laws, c. 332, §  15;
6 DE Code § 2-606. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-606. What constitutes acceptance of goods.

§ 2-606. What constitutes acceptance of goods. (1) Acceptance of goods occurs when the buyer (a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he or she will take or retain them in spite of their non-conformity; or (b) fails to make an effective rejection (subsection (1) of Section 2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or (c) 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 or her. (2) Acceptance of a part of any commercial unit is acceptance of that entire unit. 5A Del. C. 1953, §§  2-606;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-607. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

§ 2-607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. (1) The buyer must pay at the contract rate for any goods accepted. (2) 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 Article for non-conformity. (3) Where a tender has been accepted (a) the buyer must within a reasonable time after he or she discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and (b) if the claim is one for infringement or the like (subsection (3) of Section 2-312) and the buyer is sued as a result of such a breach he or she must so notify the seller within a reasonable time after he or she receives notice of the litigation or be barred from any remedy over for liability established by the litigation. (4) The burden is on the buyer to establish any breach with respect to the goods accepted. (5) Where the buyer is sued for breach of a warranty or other obligation for which his or her seller is answerable over (a) he or she may give his or her 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 or she will be bound in any action against him or her by his or her 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 or she is so bound. (b) if the claim is one for infringement or the like (subsection (3) of Section 2-312) the original seller may demand in writing that his or her buyer turn over to him or her control of the litigation including settlement or else be barred from any remedy over and if he or she 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. (6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection (3) of Section 2-312). 5A Del. C. 1953, §§  2-607;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-608. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-608. Revocation of acceptance in whole or in part.

§ 2-608. Revocation of acceptance in whole or in part. (1) The buyer may revoke his or her acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him or her if he or she has accepted it (a) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured; or (b) without discovery of such non-conformity if his or her acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller's assurances. (2) 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. (3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he or she had rejected them. 5A Del. C. 1953, §§  2-608;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-609. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-609. Right to adequate assurance of performance.

§ 2-609. Right to adequate assurance of performance. (1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return. (2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards. (3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. (4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract. 5A Del. C. 1953, §§  2-609;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;
6 DE Code § 2-610. (2021)
2021 Delaware Code|Title 6 - Commerce and Trade|Article 2. Sales|Part 6. Breach, Repudiation and Excuse|§ 2-610. Anticipatory repudiation.

§ 2-610. Anticipatory repudiation. When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (a) for a commercially reasonable time await performance by the repudiating party; or (b) resort to any remedy for breach (Section 2-703 or Section 2-711), even though he or she has notified the repudiating party that he or she would await the latter's performance and has urged retraction; and (c) in either case suspend his or her own performance or proceed in accordance with the provisions of this Article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (Section 2-704).5A Del. C. 1953, §§  2-610;  55 Del. Laws, c. 349;  70 Del. Laws, c. 186, §  1;