reglab/housing_qa huggingface dataset:
NY UCC § 2-603 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-603 - Merchant Buyer's Duties as to Rightfully Rejected Goods.

Section 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  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 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.
NY UCC § 2-604 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-604 - Buyer's Options as to Salvage of Rightfully Rejected Goods.

Section 2--604. Buyer's  Options  as  to  Salvage of Rightfully RejectedGoods.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 resell  them  for  the   seller's  account  with  reimbursement  as  provided  in  the  preceding   section. Such action is not acceptance or conversion.
NY UCC § 2-605 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-605 - Waiver of Buyer's Objections by Failure to Particularize.

Section 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 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.
NY UCC § 2-606 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-606 - What Constitutes Acceptance of Goods.

Section 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 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.  (2) Acceptance of a part of any commercial unit is acceptance of  that entire unit.
NY UCC § 2-607 (2021)
2021 New York Laws UCC - Uniform Commercial Code 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.

Section 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 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  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.  (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 seller is answerable over       (a) 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.       (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  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.  (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).
NY UCC § 2-608 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-608 - Revocation of Acceptance in Whole or in Part.

Section 2--608. Revocation of Acceptance in Whole or in Part.  (1)  The  buyer  may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him  if  he  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 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 had rejected them.
NY UCC § 2-609 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-609 - Right to Adequate Assurance of Performance.

Section 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 receives such assurance may if commercially  reasonable  suspend  any  performance for which he 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.
NY UCC § 2-610 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-610 - Anticipatory Repudiation.

Section 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 has notified the repudiating party that he would await the latter's performance and has urged retraction; and  (c)  in  either  case  suspend  his  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).
NY UCC § 2-611 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-611 - Retraction of Anticipatory Repudiation.

Section 2--611. Retraction of Anticipatory Repudiation.  (1)  Until  the  repudiating  party's  next  performance is due he can retract his  repudiation  unless  the  aggrieved  party  has  since  the repudiation  cancelled  or  materially changed his position or otherwise indicated that he considers the repudiation final.  (2) Retraction may be by any method which  clearly  indicates  to  the aggrieved  party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of  this Article (Section 2--609).  (3)  Retraction  reinstates  the  repudiating party's rights under the contract with due excuse and allowance to the aggrieved  party  for  any delay occasioned by the repudiation.
NY UCC § 2-612 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-612 - "Installment Contract"; Breach.

Section 2--612. "Installment Contract"; Breach.  (1)  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.  (2) 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 (3) and the seller gives adequate assurance  of  its  cure  the  buyer  must accept that installment.  (3)  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.
NY UCC § 2-613 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-613 - Casualty to Identified Goods.

Section 2--613. Casualty to Identified Goods.   Where  the contract requires for its performance goods identified when the contract is made, and the goods suffer  casualty  without  fault  of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (Section 2--324) then  (a) if the loss is total the contract is avoided; and  (b)  if  the  loss  is partial or the goods have so deteriorated as no longer to conform to the contract  the  buyer  may  nevertheless  demand inspection  and  at  his  option either treat the contract as avoided or accept the goods with due allowance from  the  contract  price  for  the deterioration  or  the  deficiency in quantity but without further right against the seller.
NY UCC § 2-614 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-614 - Substituted Performance.

Section 2--614. Substituted Performance.  (1)  Where without fault of either party the agreed berthing, loading, or unloading facilities fail  or  an  agreed  type  of  carrier  becomes unavailable   or   the  agreed  manner  of  delivery  otherwise  becomes commercially impracticable but a commercially reasonable  substitute  is available, such substitute performance must be tendered and accepted.  (2) If the agreed means or manner of payment fails because of domestic or  foreign  governmental  regulation,  the  seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent.  If  delivery  has  already  been taken,  payment by the means or in the manner provided by the regulation discharges   the   buyer's   obligation   unless   the   regulation   is discriminatory, oppressive or predatory.
NY UCC § 2-615 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-615 - Excuse by Failure of Presupposed Conditions.

Section 2--615. Excuse by Failure of Presupposed Conditions.   Except  so  far  as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:  (a) Delay in delivery or non-delivery in whole or in part by a  seller who  complies  with  paragraphs  (b) and (c) 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.  (b)  Where the causes mentioned in paragraph (a) 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.  (c) The seller must notify the buyer seasonably  that  there  will  be delay  or  non-delivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
NY UCC § 2-616 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 6 - Breach, Repudiation and Excuse 2-616 - Procedure on Notice Claiming Excuse.

Section 2--616. Procedure on Notice Claiming Excuse.  (1)  Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he  may  by written  notification  to  the  seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of  the whole  contract  under the provisions of this Article relating to breach of installment contracts (Section 2--612), then also as to the whole,       (a) terminate and thereby discharge any unexecuted portion of the            contract; or       (b) modify the contract by agreeing to take his  available  quota            in substitution.  (2)  If  after  receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time  not  exceeding thirty days the contract lapses with respect to any deliveries affected.  (3)  The  provisions  of  this section may not be negated by agreement except in so far as the seller has assumed a  greater  obligation  under the preceding section.
NY UCC § 2-701 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 7 - Remedies 2-701 - Remedies for Breach of Collateral Contracts Not Impaired.

Section 2--701. Remedies   for   Breach   of  Collateral  Contracts  NotImpaired.Remedies for  breach  of  any  obligation  or  promise  collateral  or   ancillary  to  a contract for sale are not impaired by the provisions of   this Article.
NY UCC § 2-702 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 7 - Remedies 2-702 - Seller's Remedies on Discovery of Buyer's Insolvency.

Section 2--702. Seller's Remedies on Discovery of Buyer's Insolvency.  (1) Where the seller discovers the buyer to be insolvent he may refuse delivery  except  for  cash  including payment for all goods theretofore delivered under the contract,  and  stop  delivery  under  this  Article (Section 2--705).  (2)  Where  the  seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made  within ten  days  after  the  receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except  as  provided  in this  subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or  innocent  misrepresentation  of  solvency  or  of intent to pay.  (3)  The  seller's right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good  faith  purchaser under  this  Article  (Section  2--403). Successful reclamation of goods excludes all other remedies with respect to them.
NY UCC § 2-703 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 7 - Remedies 2-703 - Seller's Remedies in General.

Section 2--703. Seller's Remedies in General.   Where  the  buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before  delivery  or  repudiates  with respect  to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract  (Section  2--612), then  also  with respect to the whole undelivered balance, the aggrieved seller may  (a) withhold delivery of such goods;  (b) stop  delivery  by  any  bailee  as  hereafter  provided  (Section 2--705);  (c) proceed under the next section respecting goods still unidentified to the contract;  (d)   resell  and  recover  damages  as  hereafter  provided  (Section 2--706);  (e) recover damages for non-acceptance (Section 2--708) or in a proper case the price (Section 2--709);  (f) cancel.
NY UCC § 2-704 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 7 - Remedies 2-704 - Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.

Section 2--704. Seller's   Right  to  Identify  Goods  to  the  Contract                   Notwithstanding Breach or to Salvage Unfinished Goods.  (1) An aggrieved seller under the preceding section may       (a) identify  to  the  contract  conforming  goods  not   already            identified  if  at the time he learned of the breach they are            in his possession or control;       (b) treat as the subject of resale goods which have  demonstrably            been  intended  for the particular contract even though those            goods are unfinished.  (2) Where the goods are unfinished an  aggrieved  seller  may  in  the exercise  of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete  the  manufacture  and wholly  identify  the  goods  to  the  contract or cease manufacture and resell for scrap or salvage value or proceed  in  any  other  reasonable manner.
NY UCC § 2-705 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 2 - Sales Part 7 - Remedies 2-705 - Seller's Stoppage of Delivery in Transit or Otherwise.

Section 2--705. Seller's Stoppage of Delivery in Transit or Otherwise.  (1)  The  seller  may  stop  delivery  of goods in the possession of a carrier or other bailee when he discovers  the  buyer  to  be  insolvent (Section  2--702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer  repudiates  or fails  to  make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.  (2) As against such buyer the seller may stop delivery until       (a) receipt of the goods by the buyer; or       (b) acknowledgment to the buyer by any bailee of the goods except            a carrier that the bailee holds the goods for the buyer; or       (c) such acknowledgment to the buyer by a carrier  by  reshipment            or as a warehouse; or       (d)  negotiation to the buyer of any negotiable document of title            covering the goods.  (3)  (a) To stop delivery the seller must so notify as to  enable  the            bailee  by  reasonable  diligence  to prevent delivery of the            goods.       (b) After such notification the bailee must hold and deliver  the            goods  according  to  the  directions  of  the seller but the            seller is liable to the bailee for  any  ensuing  charges  or            damages.       (c)  If  a negotiable document of title has been issued for goods            the bailee is not obliged to  obey  a  notification  to  stop            until surrender of possession or control of the document.       (d) A  carrier  who has issued a non-negotiable bill of lading is            not obliged to obey a notification to stop  received  from  a            person other than the consignor.