reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.328. Sale by auction.

(a) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.
(b) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid, the auctioneer has discretion to reopen the bidding or declare the goods sold under the bid on which the hammer was falling.
(c) A sale by auction is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve, the auctioneer may withdraw the goods at any time until the auctioneer announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract a bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.
(d) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for the bidding is reserved, the buyer has the option to avoid the sale or take the goods at the price of the last good faith bid before the completion of the sale. This subsection does not apply to a bid at a forced sale.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 3. General Obligation and Construction of Contract. › Sec. 45.02.350. Sale by door-to-door solicitation.

(a) A contract for the purchase of goods or services in the amount of $10 or more from a person soliciting a door-to-door sale shall require, as a condition of taking effect, that the purchaser may revoke the offer to buy within five business days of entering into the contract, and that the seller, at the time of the sale, give the purchaser written notice of the right to revoke. Revocation is effective either upon the tender of the rejected goods to the seller or an agent of the seller, or upon the posting of a registered letter, marked Deliver to Addressee Only, Return Receipt, of rejection to the seller or an agent of the seller.
(b) The cost of returning rejected goods shall be borne by the seller.
(c) A “door-to-door sale” occurs when the seller, or a representative of the seller, personally solicits the sale and the purchaser's agreement or offer to purchase is made at a place other than the place of business of the seller. The term “door-to-door sale” does not include a transaction
(1) made under prior negotiations in the course of a visit by the buyer to a retail business establishment having a fixed permanent location where the goods are exhibited or the services are offered for sale on a continuing basis;
(2) in which the buyer has initiated the contact and the goods or services are needed to meet a bona fide immediate personal emergency of the buyer;
(3) conducted and consummated entirely by mail;
(4) in which the buyer has initiated the contact and specifically requested the seller to visit the buyer's home for the purpose of repairing or performing maintenance upon the buyer's personal property; or
(5) conducted at the purchaser's place of business.
(d) As used in (c) of this section, “personally” means in person or by telephone.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 4. Title, Creditors, and Good Faith Purchasers. › Sec. 45.02.401. Passing of title; reservation for security; limited application of this section.

Each provision of this chapter with regard to the rights, obligations, and remedies of the seller, the buyer, purchasers, or other third parties applies irrespective of title to the goods except where the provision refers to the title. Insofar as situations are not covered by the other provisions of this chapter and matters concerning title become material, the following rules apply:
(1) title to goods cannot pass under a contract for sale before their identification to the contract (AS 45.02.501), and, unless otherwise explicitly agreed, the buyer acquires by their identification a special property as limited by the code; a retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest; subject to these provisions and to the provisions of AS 45.29, title to goods passes from the seller to the buyer in the manner and on the conditions explicitly agreed on by the parties;
(2) unless otherwise explicitly agreed, title passes to the buyer at the time and place at which the seller completes performance with reference to the physical delivery of the goods, despite a reservation of a security interest and even though a document of title is to be delivered at a different time or place; in particular and despite a reservation of a security interest by the bill of lading,
(A) if the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; but
(B) if the contract requires delivery at destination, title passes on tender there;
(3) unless otherwise explicitly agreed, where delivery is to be made without moving the goods,
(A) if the seller is to deliver a tangible document of title, title passes at the time and place the seller delivers the document, and, if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or
(B) if the goods are, at the time of contracting, already identified and no documents of title are to be delivered, title passes at the time and place of contracting;
(4) a rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller; this revesting occurs by operation of law and is not a “sale.”
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 4. Title, Creditors, and Good Faith Purchasers. › Sec. 45.02.402. Rights of seller's creditors against sold goods.

(a) Except as provided in (b) and (c) of this section, rights of unsecured creditors of the seller with respect to goods that have been identified to a contract for sale are subject to the buyer's rights to recover the goods under AS 45.02.502 and 45.02.716.
(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 the creditor a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are located, 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 or identification is not fraudulent.
(c) Nothing in this chapter may be considered to impair the rights of creditors of the seller
(1) under the provisions of AS 45.29; or
(2) if identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security, or the like and is made under circumstances that under any rule of law of the state where the goods are located would, apart from this chapter, constitute the transaction of a fraudulent transfer or voidable preference.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 4. Title, Creditors, and Good Faith Purchasers. › Sec. 45.02.403. Power to transfer; good faith purchase of goods; “entrusting.”

(a) A purchaser of goods acquires all title that the 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;
(2) the delivery was in exchange for a check that was later dishonored;
(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) An entrusting of possession of goods to a merchant who deals in goods of that kind gives the merchant power to transfer all rights of the entruster to a buyer in ordinary course of business.
(c) “Entrusting” includes a delivery and an acquiescence in retention of possession regardless of a 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 is larcenous under the criminal law.
(d) The rights of other purchasers of goods and of lien creditors are governed by AS 45.07 and AS 45.29.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.501. 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 nonconforming and the buyer has an option to return or reject them. 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 (3) of this subsection, 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 12 months after contracting or for the sale of crops to be harvested within 12 months or the next normal harvest season after contracting, whichever is longer.
(b) The seller retains an insurable interest in the goods as long as title to or a security interest in the goods remains in the seller and, if the identification is by the seller alone, the seller 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 an insurable interest recognized under another statute or rule of law.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.502. Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.

(a) Subject to (b) and (c) of this section and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of AS 45.02.501 may, on making and keeping good a tender of an unpaid portion of their price, recover them from the seller if
(1) in the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or
(2) in all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.
(b) The buyer's right to recover the goods under (a)(1) of this section vests upon acquisition of a special property even if the seller had not then repudiated or failed to deliver.
(c) If the identification creating the buyer's special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.503. Manner of seller's tender of delivery.

(a) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time, and place for tender are determined by the agreement and this chapter, and, in particular,
(1) tender must be at a reasonable hour and, if it is of goods, they must be kept available for the period reasonably necessary to enable the buyer to take possession; but
(2) unless otherwise agreed, the buyer must furnish facilities reasonably suited to the receipt of the goods.
(b) If the case is within AS 45.02.504 respecting shipment, tender requires that the seller comply with its provisions.
(c) If the seller is required to deliver at a particular destination, tender requires that the seller comply with (a) of this section and also in an appropriate case tender documents as described in (d) and (e) of this section.
(d) If goods are in the possession of a bailee and are to be delivered without being moved,
(1) tender requires that the seller either tender a negotiable document of title covering the goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but
(2) tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and, except as otherwise provided in AS 45.29, receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of a failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(e) If the contract requires the seller to deliver documents,
(1) the seller must tender all such documents in correct form except as provided in AS 45.02.323(b) with respect to bills of lading in a set; and
(2) tender through customary banking channels is sufficient, and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.504. Shipment by seller.

(a) If the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then, unless otherwise agreed, the seller must
(1) put the goods in the possession of such a carrier and make such a contract for their transportation as is reasonable, having regard to the nature of the goods and other circumstances of the case;
(2) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and
(3) promptly notify the buyer of the shipment.
(b) Failure to notify the buyer under (a)(3) of this section or to make a proper contract under (a)(1) of this section is a ground for rejection only if material delay or loss ensues.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.505. Seller's shipment under reservation.

(a) If the seller has identified goods to the contract by or before shipment,
(1) the seller's procurement of a negotiable bill of lading to the seller's order or otherwise reserves in the seller a security interest in the goods; the seller's 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 the seller or the nominee of the seller reserves possession of the goods as security, but, except in a case of conditional delivery (AS 45.02.507(b)), 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) If 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 AS 45.02.504 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.506. Rights of financing agency.

(a) A financing agency by paying or purchasing for value a draft that 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 a 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 that 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 a relevant document that was apparently regular.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.507. Effect of seller's tender; delivery on condition.

(a) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to the buyer's duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(b) If payment is due and demanded on the delivery to the buyer of goods or documents of title, the buyer's right as against the seller to retain or dispose of them is conditional upon the buyer's making the payment due.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.508. Cure by seller of improper tender or delivery; replacement.

(a) If a tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of the intent of the seller to cure and may then, within the contract time, make a conforming delivery.
(b) If the buyer rejects a nonconforming tender that the seller had reasonable grounds to believe would be acceptable with or without money allowance, the seller may, if the seller seasonably notified the buyer, have a further reasonable time to substitute a conforming tender.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.509. Risk of loss in the absence of breach.

(a) Where the contract requires or authorizes the seller to ship the goods by carrier,
(1) if it does not require the seller 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 (AS 45.02.505); but
(2) if it does require the seller to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.
(b) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer
(1) on the buyer's receipt of possession or control of a negotiable document of title covering the goods;
(2) on acknowledgment by the bailee of the buyer's right to possession of the goods; or
(3) after the buyer's receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in AS 45.02.503(d)(2).
(c) In any case not within (a) or (b) of this section, the risk of loss passes to the buyer on the buyer's receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.
(d) This section is subject to contrary agreement of the parties and to the provisions on sale on approval (AS 45.02.327), and on effect of breach on risk of loss (AS 45.02.510).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.510. Effect of breach on risk of loss.

(a) If 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) If the buyer rightfully revokes acceptance, the buyer may, to the extent of a deficiency in the buyer's effective insurance coverage, treat the risk of loss as having rested on the seller from the beginning.
(c) If 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 the buyer, the seller may, to the extent of a deficiency in the seller's effective insurance coverage, treat the risk of loss as resting on the buyer for a commercially reasonable time.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.511. Tender of payment by buyer; payment by check.

(a) Unless otherwise agreed, tender of payment is a condition to the seller's duty to tender and complete a delivery.
(b) Tender of payment is sufficient when made by a means or in a manner current in the ordinary course of business unless the seller demands payment in legal tender and gives an extension of time reasonably necessary to procure it.
(c) Subject to the provisions of the code on the effect of an instrument on an obligation (AS 45.03.310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.512. Payment by buyer before inspection.

(a) If the contract requires payment before inspection, nonconformity of the goods does not excuse the buyer from so making payment unless
(1) the nonconformity appears without inspection; or
(2) despite tender of the required documents, the circumstances would justify injunction against honor under AS 45.05.109(b).
(b) Payment under (a) of this section does not constitute an acceptance of goods or impair the buyer's right to inspect or any of the buyer's remedies.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.513. Buyer's right to inspection of goods.

(a) Unless otherwise agreed and subject to (c) of this section, if goods are tendered, delivered or identified to the contract for sale, the buyer may before payment or acceptance inspect them at a reasonable place and time and in a reasonable manner. If the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.
(b) 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.
(c) Unless otherwise agreed and subject to the provisions on C.I.F. contracts (AS 45.02.321), the buyer is not entitled to inspect the goods before payment of the price if the contract provides
(1) for delivery “C.O.D.” or on other like terms; or
(2) for payment against documents of title, except where the payment is due only after the goods are to become available for inspection.
(d) 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 is as provided in this section unless the place or method fixed was clearly intended as an indispensable condition, failure of which avoids the contract.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 5. Performance. › Sec. 45.02.515. Preserving evidence of goods in dispute.

In furtherance of the adjustment of a claim or dispute,
(1) either party, on reasonable notification to the other and to ascertain the facts and preserve evidence, may inspect, test, and sample the goods, including the goods in the possession or control of the other; and
(2) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in a subsequent litigation or adjustment.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.601. Buyer's rights on improper delivery.

Subject to the provisions on breach in installment contracts (AS 45.02.612) and unless otherwise agreed under the sections on contractual limitations of remedy (AS 45.02.718 and 45.02.719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may
(1) reject the whole;
(2) accept the whole; or
(3) accept any commercial unit and reject the rest.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.602. 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 AS 45.02.603 and 45.02.604 on rejected goods,
(1) after rejection, an exercise of ownership by the buyer with respect to a commercial unit is wrongful as against the seller; and
(2) if the buyer has, before rejection, taken physical possession of goods in which the buyer does not have a security interest under AS 45.02.711(c), the buyer 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 on seller's remedies in general (AS 45.02.703).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.603. Merchant buyer's duties as to rightfully rejected goods.

(a) Subject to a security interest in the buyer (AS 45.02.711(c)), if 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 the buyer's possession or control to follow reasonable instructions received from the seller with respect to the goods and, in the absence of the 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.
(b) If the buyer sells goods under (a) of this section, the buyer 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 10 percent on the gross proceeds.
(c) In complying with this section, the buyer is held only to good faith, and good faith conduct here is not acceptance, conversion, or the basis of an action for damages.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.604. Buyer's options as to salvage of rightfully rejected goods.

Subject to the provisions of AS 45.02.603 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 the seller or resell them for the seller's account with reimbursement as provided in AS 45.02.603. This action is not acceptance or conversion.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.605. Waiver of buyer's objections by failure to particularize.

(a) The buyer's failure to state in connection with rejection a particular defect that is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach
(1) if the seller could have cured it if stated seasonably; or
(2) between merchants if 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.606. 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 the buyer will take or retain them in spite of their nonconformity;
(2) fails to make an effective rejection (AS 45.02.602), but this acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(3) does an act inconsistent with the seller's ownership; but if this act is wrongful as against the seller it is an acceptance only if ratified by the seller.
(b) Acceptance of a part of a commercial unit is acceptance of that entire unit.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.607. 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 nonconformity, cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured, but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity.
(c) If a tender has been accepted,
(1) the buyer must, within a reasonable time after the buyer discovers or should have discovered a breach, notify the seller of the breach or be barred from any remedy; and
(2) if the claim is one for infringement or the like (AS 45.02.312(c)) and the buyer is sued as a result of such a breach, the buyer must so notify the seller within a reasonable time after the buyer 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 a breach with respect to the goods accepted.
(e) If the buyer is sued for breach of a warranty or other obligation for which the buyer's seller is answerable over,
(1) the buyer may give the 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 the seller will be bound in an action against the seller by the seller's buyer by a determination of fact common to the two litigations, then, unless the seller, after seasonable receipt of the notice, does come in and defend, the seller is so bound;
(2) if the claim is one for infringement or the like (AS 45.02.312(c)), the original seller may demand in writing that the seller's buyer turn over to the seller control of the litigation including settlement or else be barred from any remedy over, and if the seller also agrees to bear all expense and to satisfy an 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 (c) - (e) of this section apply to an obligation of a buyer to hold the seller harmless against infringement or the like (AS 45.02.312(c)).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.608. Revocation of acceptance in whole or in part.

(a) The buyer may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer 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 the nonconformity if the buyer's 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 a substantial change in condition of the goods that 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 the buyer had rejected them.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.609. Right to adequate assurance of performance.

(a) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. If 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 the party receives this assurance, may, if commercially reasonable, suspend any performance for which the party has not already received the agreed return.
(b) Between merchants the reasonableness of grounds for insecurity and the adequacy of an assurance offered shall be determined according to commercial standards.
(c) Acceptance of an improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(d) After receipt of a justified demand, failure to provide, within a reasonable time not exceeding 30 days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.610. 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
(1) for a commercially reasonable time await performance by the repudiating party; or
(2) resort to any remedy for breach (AS 45.02.703 or 45.02.711), even though the aggrieved party has notified the repudiating party that the former would await the latter's performance and has urged retraction; and
(3) in either case suspend the aggrieved party's own performance or proceed in accordance with the provisions of this chapter on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (AS 45.02.704).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.611. Retraction of anticipatory repudiation.

(a) Until the repudiating party's next performance is due, that party can retract the repudiation unless the aggrieved party has, since the repudiation, cancelled or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.
(b) Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of AS 45.02.609.
(c) Retraction reinstates the repudiating party's right under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.612. “Installment contract”; breach.

(a) An “installment contract” is one that 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 an installment that is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within (c) of this section and the seller gives adequate assurance of its cure, the buyer must accept that installment.
(c) If nonconformity 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 the party accepts a nonconforming installment without seasonably notifying of cancellation or if the party brings an action with respect only to past installments or demands performance as to future installments.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.613. Casualty to identified goods.

If 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 (AS 45.02.324), then (1) if the loss is total, the contract is avoided, and (2) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract, the buyer may nevertheless demand inspection and at the buyer's 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.614. Substituted performance.

(a) If 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, the substitute performance must be tendered and accepted.
(b) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment that 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.615. 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,
(1) delay in delivery or nondelivery in whole or in part by a seller who complies with (2) and (3) of this section is not a breach of the seller's duty under a contract for sale 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 contract was made or by compliance in good faith with an applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid;
(2) if the causes mentioned in (1) of this section affect only a part of the seller's capacity to perform, the seller must allocate production and deliveries among the seller's customers, but may at the seller's option include regular customers not then under contract as well as the seller's own requirements for further manufacture; the seller may so allocate in a manner that is fair and reasonable;
(3) the seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under (2) of this section, of the estimated quota thus made available for the buyer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 6. Breach, Repudiation, and Excuse. › Sec. 45.02.616. Procedure on notice claiming excuse.

(a) If the buyer receives notification of a material or indefinite delay or an allocation justified under AS 45.02.615, the buyer may by written notification to the seller as to any delivery concerned and if the prospective deficiency substantially impairs the value of the whole contract under the provisions relating to breach of installment contracts, AS 45.02.612, then also as to the whole,
(1) terminate and thereby discharge any unexecuted portion of the contract; or
(2) modify the contract by agreeing to take the buyer's available quota in substitution.
(b) If, after receipt of the notification from the seller, the buyer fails so to modify the contract within a reasonable time not exceeding 30 days, the contract lapses with respect to deliveries affected.
(c) This section may not be negated by agreement except insofar as the seller has assumed a greater obligation under AS 45.02.615.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.702. Seller's remedies on discovery of buyer's insolvency.

(a) If the seller discovers the buyer is insolvent, the seller may refuse delivery except for cash including payment for all goods previously delivered under the contract, and stop delivery under AS 45.02.705.
(b) If the seller discovers that the buyer has received goods on credit while insolvent, the seller may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the 10-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.
(c) The seller's right to reclaim under (b) of this section is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under AS 45.02.403. Successful reclamation of goods excludes all other remedies with respect to them.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.703. Seller's remedies in general.

If 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 goods directly affected and, if the breach is of the whole contract (AS 45.02.612), then also with respect to the whole undelivered balance, the aggrieved seller may
(1) withhold delivery of the goods;
(2) stop delivery by a bailee as provided in AS 45.02.705;
(3) proceed under AS 45.02.704 respecting goods still unidentified to the contract;
(4) resell and recover damages as provided in AS 45.02.706;
(5) recover damages for nonacceptance (AS 45.02.708) or in a proper case the price (AS 45.02.709);
(6) cancel.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

(a) An aggrieved seller under AS 45.02.703 may
(1) identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in the seller's possession or control;
(2) treat as the subject of resale goods that 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 02. Sales › Article 7. Remedies. › Sec. 45.02.705. Seller's stoppage of delivery in transit or otherwise.

(a) The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (AS 45.02.702) 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.
(b) As against the buyer, the seller may stop delivery until
(1) receipt of the goods by the buyer;
(2) acknowledgment to the buyer by a bailee of the goods, except a carrier, that the bailee holds the goods for the buyer;
(3) an acknowledgment to the buyer under (1) or (2) of this subsection by a carrier by reshipment or as a warehouse; or
(4) negotiation to the buyer of a negotiable document of title covering the goods.
(c) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(d) After that notification the bailee must hold and deliver the goods according to the direction of the seller, but the seller is liable to the bailee for any ensuing charges or damages.
(e) 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.
(f) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.