reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-4 - Part 4 Title, Creditors and Good Faith Purchasers (440.2401...440.2403) › Section 440.2402 - Rights of Seller's Creditors Against Sold Goods.

440.2402 Rights of seller's creditors against sold goods.
Sec. 2402.
(1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this article (sections 2502 and 2716).
(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.
(3) Nothing in this article shall be deemed to impair the rights of creditors of the seller
(a) under the provisions of the article on secured transactions (article 9); or
(b) where 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 which under any rule of law of the state where the goods are situated would apart from this article constitute the transaction a fraudulent transfer or voidable preference.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-4 - Part 4 Title, Creditors and Good Faith Purchasers (440.2401...440.2403) › Section 440.2403 - Purchasers and Transferees; Title, Rights, and Powers to Transfer Goods; Entrusting.

440.2403 Purchasers and transferees; title, rights, and powers to transfer goods; entrusting.
Sec. 2403.
(1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though
(a) the transferor was deceived as to the identity of the purchaser; or
(b) the delivery was in exchange for a check which is later dishonored; or
(c) it was agreed that the transaction was to be a "cash sale"; or
(d) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.
(3) "Entrusting" includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.
(4) The rights of other purchasers of goods and of lien creditors are governed by the articles on secured transactions (article 9), bulk transfers (article 6) and documents of title (article 7).
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2501 - Special Property and Insurable Interest in Goods; Identification of Goods.

440.2501 Special property and insurable interest in goods; identification of goods.
Sec. 2501.
(1) 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 he has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs
(a) when the contract is made if it is for the sale of goods already existing and identified;
(b) if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;
(c) when the crops are planted or otherwise becoming 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.
(2) The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.
(3) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2502 - Special Property and Insurable Interest in Goods.

440.2502 Special property and insurable interest in goods.
Sec. 2502.
(1) Subject to subsections (2) and (3) 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 he or she has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if 1 of the following occurs:
(a) In the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract.
(b) In all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.
(2) The buyer's right to recover the goods under subsection (1)(a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(3) If the identification creating his or her special property has been made by the buyer he or she acquires the right to recover the goods only if they conform to the contract for sale.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2000, Act 348, Eff. July 1, 2001
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2503 - Tender of Delivery by Seller; Shipment; Destination; Goods in Possession of Bailee; Documents.

440.2503 Tender of delivery by seller; shipment; destination; goods in possession of bailee; documents.
Sec. 2503.
(1) 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 article, and in particular all of the following apply:
(a) Tender must be at a reasonable hour, and if it is a tender of goods, the goods must be kept available for the period reasonably necessary to enable the buyer to take possession.
(b) Unless otherwise agreed, the buyer must furnish facilities reasonably suited to the receipt of the goods.
(2) If section 2504 applies to a shipment, tender requires that the seller comply with that section.
(3) If a seller is required to deliver at a particular destination, tender requires that the seller comply with subsection (1) and also, if appropriate, tender documents as described in subsections (4) and (5).
(4) If goods are in the possession of a bailee and are to be delivered without being moved, both of the following apply:
(a) Except as provided in subdivision (b), 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.
(b) 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 seasonally objects, and except as otherwise provided in article 9, receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons. However, risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(5) Both of the following apply if the contract requires the seller to deliver documents:
(a) The seller must tender all the documents in correct form, except as provided in section 2323(2) with respect to bills of lading in a set.
(b) Tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2504 - Delivery by Shipment; Contract With Carrier, Documents, Notice.

440.2504 Delivery by shipment; contract with carrier, documents, notice.
Sec. 2504.
Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must
(a) put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and
(b) 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
(c) promptly notify the buyer of the shipment.
Failure to notify the buyer under paragraph (c) or to make a proper contract under paragraph (a) is a ground for rejection only if material delay or loss ensues.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2505 - Shipment With and Without Reservation by Seller.

440.2505 Shipment with and without reservation by seller.
Sec. 2505.
(1) Both of the following apply if a seller has identified goods to a contract by or before shipment:
(a) The seller's procurement of a negotiable bill of lading to the seller's own 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.
(b) A nonnegotiable bill of lading to the seller or the seller's nominee reserves possession of the goods as security. However, except in a case of conditional delivery under section 2507(2), a nonnegotiable bill of lading naming the buyer as consignee does not reserve a security interest even if the seller retains possession or control of the bill of lading.
(2) If a shipment by a seller with reservation of a security interest is in violation of the contract for sale, it constitutes an improper contract for transportation within section 2504 but it does not impair the rights given to the buyer by shipment and identification of the goods to the contract or impair the seller's powers as a holder of a negotiable document of title.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2506 - Financing Agency; Rights; Reimbursement.

440.2506 Financing agency; rights; reimbursement.
Sec. 2506.
(1) 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 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 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 any relevant document which was apparently regular.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2507 - Tender of Delivery; Conditions, Payment.

440.2507 Tender of delivery; conditions, payment.
Sec. 2507.
(1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2508 - Improper Delivery; Cure, Replacement.

440.2508 Improper delivery; cure, replacement.
Sec. 2508.
(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 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 seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2509 - Risk of Loss; Absence of Breach.

440.2509 Risk of loss; absence of breach.
Sec. 2509.
(1) The following apply if a contract requires or authorizes the seller to ship goods by carrier:
(a) If the contract does not require the seller to deliver the goods at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even if the shipment is under reservation under section 2505.
(b) If the contract does require the seller to deliver the goods at a particular destination and the goods are tendered to the buyer at that destination while in the possession of the carrier, the risk of loss passes to the buyer when the goods are tendered at that destination in a manner that enables the buyer to take delivery.
(2) If goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer when 1 of the following occurs:
(a) The buyer receives possession or control of a negotiable document of title covering the goods.
(b) The bailee provides acknowledgment of the buyer's right to possession of the goods.
(c) The buyer receives possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in section 2503(4)(b).
(3) If subsection (1) or (2) does not apply, 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 of loss 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 section 2327 on sale on approval and section 2510 on effect of breach on risk of loss.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2510 - Risk of Loss; Effect of Breach.

440.2510 Risk of loss; effect of breach.
Sec. 2510.
(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 may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.
(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, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2511 - Payment by Buyer; Tender, Check.

440.2511 Payment by buyer; tender, check.
Sec. 2511.
(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 act on the effect of an instrument on an obligation (section 3802), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2512 - Payment by Buyer; Inspection, Nonconforming Goods.

440.2512 Payment by buyer; inspection, nonconforming goods.
Sec. 2512.
(1) If the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless
(a) the nonconformity appears without inspection; or
(b) despite tender of the required documents the circumstances would justify injunction against honor under this act (section 5109(b)).
(2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyers right to inspect or any of his or her remedies.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1998, Act 488, Imd. Eff. Jan. 4, 1999
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2513 - Inspection by Buyer; Time, Expenses, Place, Method.

440.2513 Inspection by buyer; time, expenses, place, method.
Sec. 2513.
(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 2321), 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2514 - Documents; Delivery to Drawee on Acceptance or Payment.

440.2514 Documents; delivery to drawee on acceptance or payment.
Sec. 2514.
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 3 days after presentment; otherwise, only on payment.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-5 - Part 5 Performance (440.2501...440.2515) › Section 440.2515 - Adjustment of Dispute; Preservation of Evidence, Inspection.

440.2515 Adjustment of dispute; preservation of evidence, inspection.
Sec. 2515.
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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2601 - Improper Delivery; Buyer's Rights.

440.2601 Improper delivery; buyer's rights.
Sec. 2601.
Subject to the provisions of this article on breach in installment contracts (section 2612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 2718 and 2719), 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2602 - Rejection of Goods.

440.2602 Rejection of goods.
Sec. 2602.
(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 2 following sections on rejected goods (sections 2603 and 2604),
(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 does not have a security interest under the provisions of this article (subsection (3) of section 2711), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but
(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 2703).
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2603 - Rejection of Goods; Merchant Buyer's Duties.

440.2603 Rejection of goods; merchant buyer's duties.
Sec. 2603.
(1) Subject to any security interest in the buyer (subsection (3) of section 2711), 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 10% 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2604 - Rejection of Goods; Buyer's Options.

440.2604 Rejection of goods; buyer's options.
Sec. 2604.
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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2605 - Rejection of Goods; Failure of Buyer to Particularize Defect.

440.2605 Rejection of goods; failure of buyer to particularize defect.
Sec. 2605.
(1) A 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 if either of the following applies:
(a) The seller could have cured the defect if the buyer stated the defect seasonably.
(b) Between merchants, if the seller after rejection makes 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2606 - Acceptance of Goods; Occurrence.

440.2606 Acceptance of goods; occurrence.
Sec. 2606.
(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 nonconformity; or
(b) fails to make an effective rejection (subsection (1) of section 2602), 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2607 - Acceptance of Goods; Effect; Notice of Breach; Burden of Establishing Breach; Notice of Claim or Litigation to Person Answerable.

440.2607 Acceptance of goods; effect; notice of breach; burden of establishing breach; notice of claim or litigation to person answerable.
Sec. 2607.
(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 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 article for nonconformity.
(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 2312) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(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 2 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 2312) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.
(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 2312).
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2608 - Acceptance of Goods; Revocation, Time, Notice, Effect.

440.2608 Acceptance of goods; revocation, time, notice, effect.
Sec. 2608.
(1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it
(a) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or
(b) without discovery of such nonconformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller's assurances.
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2609 - Contract for Sale; Performance; Insecurity, Demand, Assurance of Due Performance.

440.2609 Contract for sale; performance; insecurity, demand, assurance of due performance.
Sec. 2609.
(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 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2610 - Anticipatory Repudiation.

440.2610 Anticipatory repudiation.
Sec. 2610.
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 2703 or section 2711), 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 2704).
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2611 - Anticipatory Repudiation; Retraction.

440.2611 Anticipatory repudiation; retraction.
Sec. 2611.
(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 2609).
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2612 - Installment Contract; Breach.

440.2612 Installment contract; breach.
Sec. 2612.
(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 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 subsection (3) and the seller gives adequate assurance of its cure the buyer must accept that installment.
(3) Whenever 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 he accepts a nonconforming 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2613 - Casualty to Identified Goods; Total Loss; Partial Loss, Option of Buyer.

440.2613 Casualty to identified goods; total loss; partial loss, option of buyer.
Sec. 2613.
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 2324) 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2614 - Substituted Performance; Acceptance, Payment.

440.2614 Substituted performance; acceptance, payment.
Sec. 2614.
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2615 - Failure of Presupposed Conditions; Nondelivery, Partial Delivery, Excuse.

440.2615 Failure of presupposed conditions; nondelivery, partial delivery, excuse.
Sec. 2615.
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 nondelivery 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 nonoccurrence 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 nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-6 - Part 6 Breach, Repudiation and Excuse (440.2601...440.2616) › Section 440.2616 - Procedure on Notice Claiming Excuse.

440.2616 Procedure on notice claiming excuse.
Sec. 2616.
(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 2612), 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 30 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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-7 - Part 7 Remedies (440.2701...440.2725) › Section 440.2701 - Collateral or Ancillary Contracts; Remedies for Breach.

440.2701 Collateral or ancillary contracts; remedies for breach.
Sec. 2701.
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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-7 - Part 7 Remedies (440.2701...440.2725) › Section 440.2702 - Insolvency of Buyer; Remedies of Seller.

440.2702 Insolvency of buyer; remedies of seller.
Sec. 2702.
(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 2705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he 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 3 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.
(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 or lien creditor under this article (section 2403). Successful reclamation of goods excludes all other remedies with respect to them.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-7 - Part 7 Remedies (440.2701...440.2725) › Section 440.2703 - Buyer's Wrongful Rejection, Revocation of Acceptance, or Nonpayment; Remedies of Seller.

440.2703 Buyer's wrongful rejection, revocation of acceptance, or nonpayment; remedies of seller.
Sec. 2703.
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 2612), 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 2705);
(c) proceed under the next section respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (section 2706);
(e) recover damages for nonacceptance (section 2708) or in a proper case the price (section 2709);
(f) cancel.
History:
1962, Act 174, Eff. Jan. 1, 1964