reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-319 - F. O. B. and F. A. S. Terms.

Section 2--319. F. O. B. and F. A. S. Terms.
(1)  Unless  otherwise  agreed the term F. O. B. (which means "free on
board") at a named place, even though used only in connection  with  the
stated price, is a delivery term under which
(a) when  the  term is F. O. B. the place of shipment, the seller
must at that place ship the goods in the manner  provided  in
this  Article  (Section 2--504) and bear the expense and risk
of putting them into the possession of the carrier; or
(b) when the term is F. O.  B.  the  place  of  destination,  the
seller  must  at his own expense and risk transport the goods
to that place and there tender delivery of them in the manner
provided in this Article (Section 2--503);
(c) when under either (a) or (b)  the  term  is  also  F.  O.  B.
vessel,  car or other vehicle, the seller must in addition at
his own expense and risk load the goods on board. If the term
is F. O. B.  vessel the buyer must name the vessel and in  an
appropriate  case  the seller must comply with the provisions
of this Article on  the  form  of  bill  of  lading  (Section
2--323).
(2)  Unless  otherwise  agreed  the  term F. A. S. vessel (which means
"free alongside") at a named port, even though used only  in  connection
with the stated price, is a delivery term under which the seller must
(a) at  his  own expense and risk deliver the goods alongside the
vessel in the  manner  usual  in  that  port  or  on  a  dock
designated and provided by the buyer; and
(b) obtain  and  tender  a  receipt for the goods in exchange for
which the carrier is under a duty to issue a bill of lading.
(3) Unless otherwise agreed in any case falling within subsection  (1)
(a)  or  (c) or subsection (2) the buyer must seasonably give any needed
instructions for making delivery, including when the term is F.   A.  S.
or  F.  O. B. the loading berth of the vessel and in an appropriate case
its name and sailing date. The seller may treat the  failure  of  needed
instructions  as  a  failure  of cooperation under this Article (Section
2--311). He may also at his option move  the  goods  in  any  reasonable
manner preparatory to delivery or shipment.
(4) Under the term F. O. B. vessel or F. A. S. unless otherwise agreed
the buyer must make payment against tender of the required documents and
the  seller may not tender nor the buyer demand delivery of the goods in
substitution for the documents.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-320 - C. I. F. and C. & F. Terms.

Section 2--320. C. I. F. and C. & F. Terms.
(1)  The term C. I. F. means that the price includes in a lump sum the
cost  of  the  goods  and  the  insurance  and  freight  to  the   named
destination.  The term C. & F. or C. F. means that the price so includes
cost and freight to the named destination.
(2) Unless otherwise agreed and even though used  only  in  connection
with  the stated price and destination, the term C. I. F. destination or
its equivalent requires the seller at his own expense and risk to
(a) put the goods into the possession of a carrier  at  the  port
for  shipment and obtain a negotiable bill or bills of lading
covering the entire transportation to the named  destination;
and
(b) load  the  goods and obtain a receipt from the carrier (which
may be contained in the bill  of  lading)  showing  that  the
freight has been paid or provided for; and
(c) obtain  a  policy  or certificate of insurance, including any
war risk insurance, of a kind and on terms  then  current  at
the  port of shipment in the usual amount, in the currency of
the contract, shown to cover the same goods  covered  by  the
bill of lading and providing for payment of loss to the order
of  the  buyer or for the account of whom it may concern; but
the seller may add to the price the amount of the premium for
any such war risk insurance; and
(d) prepare an  invoice  of  the  goods  and  procure  any  other
documents  required  to effect shipment or to comply with the
contract; and
(e) forward  and  tender  with  commercial  promptness  all   the
documents  in  due form and with any indorsement necessary to
perfect the buyer's rights.
(3) Unless otherwise agreed the term C. & F. or its equivalent has the
same effect and imposes upon the seller the same obligations  and  risks
as a C. I. F. term except the obligation as to insurance.
(4)  Under  the  term  C. I. F. or C. & F. unless otherwise agreed the
buyer must make payment against tender of the required documents and the
seller may not tender nor the buyer demand  delivery  of  the  goods  in
substitution for the documents.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-321 - C. I. F. or C. & f.: "Net Landed Weights"; "Payment on Arrival"; Warranty of Condition on Arrival.

Section 2--321. C.  I.  F. or C. & F.: "Net Landed Weights"; "Payment on
Arrival"; Warranty of Condition on Arrival.
Under a contract containing a term C. I. F. or C. & F.
(1) Where the price is based on or is to be adjusted according to "net
landed weights", "delivered weights", "out turn" quantity or quality  or
the  like,  unless  otherwise agreed the seller must reasonably estimate
the price. The payment due on tender of the documents called for by  the
contract  is  the amount so estimated, but after final adjustment of the
price a settlement must be made with commercial promptness.
(2) An agreement described  in  subsection  (1)  or  any  warranty  of
quality  or condition of the goods on arrival places upon the seller the
risk of ordinary deterioration, shrinkage and the like in transportation
but has no effect on the place or time of identification to the contract
for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment on
or after arrival of the goods the seller must before payment allow  such
preliminary  inspection  as  is  feasible;  but  if  the  goods are lost
delivery of the documents and payment are due when the goods should have
arrived.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-322 - Delivery "Ex-Ship".

Section 2--322. Delivery "Ex-Ship".
(1)  Unless  otherwise  agreed  a term for delivery of goods "ex-ship"
(which means from the carrying vessel) or in equivalent language is  not
restricted  to a particular ship and requires delivery from a ship which
has reached a place at the named port of destination where goods of  the
kind are usually discharged.
(2) Under such a term unless otherwise agreed
(a) the  seller  must  discharge  all  liens  arising  out of the
carriage and furnish the buyer with a  direction  which  puts
the carrier under a duty to deliver the goods; and
(b) the  risk  of loss does not pass to the buyer until the goods
leave the ship's tackle or are otherwise properly unloaded.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-323 - Form of Bill of Lading Required in Overseas Shipment; "Overseas".

Section 2--323. Form  of  Bill  of Lading Required in Overseas Shipment;
"Overseas".
(1) Where the contract contemplates overseas shipment and  contains  a
term C. I. F. or C. & F. or F. O. B. vessel, the seller unless otherwise
agreed  must  obtain  a negotiable bill of lading stating that the goods
have been loaded on board or, in the case of a term C. I. F.   or  C.  &
F., received for shipment.
(2)  Where  in  a case within subsection (1) a tangible bill of lading
has been issued in a set  of  parts,  unless  otherwise  agreed  if  the
documents  are not to be sent from abroad the buyer may demand tender of
the full set; otherwise only one part of the  bill  of  lading  need  be
tendered.  Even if the agreement expressly requires a full set:
(a) due  tender  of  a  single  part  is  acceptable  within  the
provisions of this  Article  on  cure  of  improper  delivery
subsection (1) of Section 2--508); and
(b) even  though  the  full set is demanded, if the documents are
sent from abroad the person tendering an incomplete  set  may
nevertheless  require  payment  upon  furnishing an indemnity
which the buyer in good faith deems adequate.
(3) A shipment by water or by air or  a  contract  contemplating  such
shipment  is  "overseas" insofar as by usage of trade or agreement it is
subject   to   the   commercial,   financing   or   shipping   practices
characteristic of international deep water commerce.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-324 - "No Arrival, No Sale" Term.

Section 2--324. "No Arrival, No Sale" Term.
Under  a  term  "no arrival, no sale" or terms of like meaning, unless
otherwise agreed,
(a) the seller must properly ship conforming goods and if they  arrive
by any means he must tender them on arrival but he assumes no obligation
that the goods will arrive unless he has caused the non-arrival; and
(b)  where  without  fault of the seller the goods are in part lost or
have so deteriorated as no longer to conform to the contract  or  arrive
after  the  contract  time,  the  buyer may proceed as if there had been
casualty to identified goods (Section 2--613).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-325 - "Letter of Credit" Term; "Confirmed Credit".

Section 2--325. "Letter of Credit" Term; "Confirmed Credit".
(1)  Failure  of  the  buyer seasonably to furnish an agreed letter of
credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit  suspends  the
buyer's  obligation  to  pay. If the letter of credit is dishonored, the
seller may on seasonable  notification  to  the  buyer  require  payment
directly from him.
(3)  Unless  otherwise agreed the term "letter of credit" or "banker's
credit" in a contract for sale means an irrevocable credit issued  by  a
financing  agency of good repute and, where the shipment is overseas, of
good international repute. The term "confirmed credit"  means  that  the
credit  must  also  carry  the direct obligation of such an agency which
does business in the seller's financial market.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-326 - Sale on Approval and Sale or Return; Rights of Creditors.

Section  2--326.  Sale  on  Approval  and  Sale  or  Return;  Rights  of
Creditors.
(1) Unless otherwise agreed, if delivered goods may be returned by the
buyer even though they conform to the contract, the transaction is
(a) a "sale on approval" if the goods are delivered primarily for
use, and
(b) a "sale or return" if the goods are delivered  primarily  for
resale.
(2)  Goods  held  on  approval  are  not  subject to the claims of the
buyer's creditors until acceptance; goods held on  sale  or  return  are
subject to such claims while in the buyer's possession.
(3)  Any "or return" term of a contract for sale is to be treated as a
separate contract for sale within the statute of frauds section of  this
Article  (Section  2--201)  and  as contradicting the sale aspect of the
contract within the provisions of this Article  on  parol  or  extrinsic
evidence (Section 2--202).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-327 - Special Incidents of Sale on Approval and Sale or Return.

Section  2--327.  Special  Incidents  of  Sale  on  Approval and Sale or
Return.
(1) Under a sale on approval unless otherwise agreed
(a) although the goods are identified to the contract the risk of
loss and the title do not pass to the buyer until acceptance;
and
(b) use of the goods consistent with the purpose of trial is  not
acceptance  but  failure  seasonably  to notify the seller of
election to return the goods is acceptance, and if the  goods
conform  to the contract acceptance of any part is acceptance
of the whole; and
(c) after due notification of election to return, the  return  is
at  the  seller's  risk and expense but a merchant buyer must
follow any reasonable instructions.
(2) Under a sale or return unless otherwise agreed
(a) the option to return extends to the whole or  any  commercial
unit  of  the  goods  while  in  substantially their original
condition, but must be exercised seasonably; and
(b) the return is at the buyer's risk and expense.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 3 - General Obligation and Construction of Contract › 2-328 - Sale by Auction.

Section 2--328. Sale by Auction.
(1)  In  a sale by auction if goods are put up in lots each lot is the
subject of a separate sale.
(2) 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
may in his discretion reopen the bidding or declare the goods sold under
the bid on which the hammer was falling.
(3) Such a sale 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 he 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 his bid until the auctioneer's announcement of completion of the
sale, but a bidder's retraction does not revive any previous bid.
(4) 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 such bidding is reserved, the buyer  may  at  his
option  avoid  the  sale or take the goods at the price of the last good
faith bid prior to the completion of the sale. This subsection shall not
apply to any bid at a forced sale.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 4 - Title, Creditors and Good Faith Purchasers › 2-401 - Passing of Title; Reservation for Security; Limited Application of This Section.

Section  2--401.  Passing  of  Title;  Reservation for Security; Limited
Application of This Section.
Each provision of this Article 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 such title. Insofar as situations are not covered by the other
provisions of this Article and matters concerning title become  material
the following rules apply:
(1)  Title  to  goods  cannot  pass under a contract for sale prior to
their identification  to  the  contract  (Section  2--501),  and  unless
otherwise explicitly agreed the buyer acquires by their identification a
special property as limited by this Act. Any 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 the Article on
Secured Transactions (Article 9), title to goods passes from the  seller
to the buyer in any manner and on any 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  his  performance  with
reference to the physical delivery of the goods, despite any reservation
of  a  security  interest  and  even though a document of title is to be
delivered at a different time or place; and in  particular  and  despite
any 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 him 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 when and the place where he delivers
such documents 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.  Such  revesting  occurs  by
operation of law and is not a "sale".
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 4 - Title, Creditors and Good Faith Purchasers › 2-402 - Rights of Seller's Creditors Against Sold Goods.

Section 2--402. Rights of Seller's Creditors Against Sold Goods.
(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 2--502 and 2--716).
(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 as 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 4 - Title, Creditors and Good Faith Purchasers › 2-403 - Power to Transfer; Good Faith Purchase of Goods; "Entrusting".

Section  2--403.  Power  to  Transfer;  Good  Faith  Purchase  of Goods;
"Entrusting".
(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 has 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).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-501 - Insurable Interest in Goods; Manner of Identification of Goods.

Section 2--501. Insurable Interest in Goods; Manner of Identification of
Goods.
(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 non-conforming and he has
an option to return or reject them. Such identification can be  made  at
any  time  and in any manner explicitly agreed to by the parties. In the
absence of explicit agreement identification occurs
(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 become growing  crops
or the young are conceived if the contract is for the sale of
unborn   young   to   be  born  within  twelve  months  after
contracting or for the sale of crops to be  harvested  within
twelve  months  or  the  next  normal  harvest  season  after
contracting whichever is longer.
(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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-502 - Buyer's Right to Goods on Seller's Repudiation, Failure to Deliever, or Insolvency.

Section 2--502. Buyer's  Right to Goods on Seller's Repudiation, Failure
to Deliver, or Insolvency.
(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 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:
(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; or
(b) in all cases, the seller becomes insolvent  within  ten  days
after receipt of the first installment on their price.
(2)  The  buyer's  right  to  recover the goods under paragraph (a) of
subsection (1) 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 special property has been  made
by  the  buyer  he  acquires the right to recover the goods only if they
conform to the contract for sale.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-503 - Manner of Seller's Tender of Delivery.

Section 2--503. Manner of Seller's Tender of Delivery.
(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 him to take delivery. The
manner, time and place for tender are determined by  the  agreement  and
this Article, and in particular
(a) 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
(b) unless  otherwise  agreed  the  buyer must furnish facilities
reasonably suited to the receipt of the goods.
(2) Where the case is within  the  next  section  respecting  shipment
tender requires that the seller comply with its provisions.
(3)   Where  the  seller  is  required  to  deliver  at  a  particular
destination tender requires that he comply with subsection (1) and  also
in any appropriate case tender documents as described in subsections (4)
and (5) of this section.
(4)  Where  goods  are  in  the  possession  of a bailee and are to be
delivered without being moved
(a) tender requires that the seller either  tender  a  negotiable
document   of   title   covering   such   goods   or  procure
acknowledgment  by  the  bailee  of  the  buyer's  right   to
possession of the goods; but
(b) tender  to the buyer of a non-negotiable document of title or
of a record directing the bailee  to  deliver  is  sufficient
tender  unless  the  buyer seasonably objects, and 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 any  failure  by  the  bailee  to
honor  the  non-negotiable  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) Where the contract requires the seller to deliver documents
(a) he  must tender all such documents in correct form, except as
provided in this Article with respect to bills of lading in a
set (subsection (2) of Section 2--323); and
(b) tender through customary banking channels is  sufficient  and
dishonor  of  a  draft accompanying the documents constitutes
non-acceptance or rejection.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-504 - Shipment by Seller.

Section 2--504. Shipment by Seller.
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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-505 - Seller's Shipment Under Reservation.

Section 2--505. Seller's Shipment Under Reservation.
(1) Where the seller has identified goods to the contract by or before
shipment:
(a)  his  procurement  of  a negotiable bill of lading to his own
order or otherwise reserves in him a security interest in the
goods. His  procurement  of  the  bill  to  the  order  of  a
financing  agency  or of the buyer indicates in addition only
the seller's expectation of transferring that interest to the
person named.
(b) a non-negotiable bill of lading to  himself  or  his  nominee
reserves  possession of the goods as security but except in a
case of  conditional  delivery  (subsection  (2)  of  Section
2--507)  a  non-negotiable bill of lading naming the buyer as
consignee reserves  no  security  interest  even  though  the
seller retains possession or control of the bill of lading.
(2)  When  shipment  by  the  seller  with  reservation  of a security
interest is in violation of the contract  for  sale  it  constitutes  an
improper  contract  for  transportation within the preceding section but
impairs  neither  the  rights  given  to  the  buyer  by  shipment   and
identification of the goods to the contract nor the seller's powers as a
holder of a negotiable document of title.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-506 - Rights of Financing Agency.

Section 2--506. Rights of Financing Agency.
(1) A financing agency by paying or purchasing for value a draft which
relates  to a shipment of goods acquires to the extent of the payment or
purchase and in addition to its own  rights  under  the  draft  and  any
document  of  title  securing  it any rights of the shipper in the goods
including the right to stop delivery and the shipper's right to have the
draft honored by the buyer.
(2) The right to reimbursement of a financing agency which has in good
faith honored or purchased the draft under commitment  to  or  authority
from  the  buyer is not impaired by subsequent discovery of defects with
reference to any relevant document which was apparently regular.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-507 - Effect of Seller's Tender; Delivery on Condition.

Section 2--507. Effect of Seller's Tender; Delivery on Condition.
(1)  Tender  of  delivery is a condition to the buyer's duty to accept
the goods and, unless otherwise agreed, to his 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-508 - Cure by Seller of Improper Tender or Delivery; Replacement.

Section 2--508. Cure   by   Seller   of  Improper  Tender  or  Delivery;
Replacement.
(1) Where any tender or delivery by the  seller  is  rejected  because
non-conforming  and  the  time  for performance has not yet expired, the
seller may seasonably notify the buyer of his 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-509 - Risk of Loss in the Absence of Breach.

Section 2--509. Risk of Loss in the Absence of Breach.
(1)  Where  the contract requires or authorizes the seller to ship the
goods by carrier
(a) if it does not require him to deliver them  at  a  particular
destination,  the  risk  of loss passes to the buyer when the
goods are duly delivered  to  the  carrier  even  though  the
shipment is under reservation (Section 2--505); but
(b) if  it  does  require  him  to  deliver  them at a particular
destination and the goods are there duly  tendered  while  in
the possession of the carrier, the risk of loss passes to the
buyer  when the goods are there duly so tendered as to enable
the buyer to take delivery.
(2) Where the goods are held by a bailee to be delivered without being
moved, the risk of loss passes to the buyer
(a) on his receipt of  possession  or  control  of  a  negotiable
document of title covering the goods; or
(b)  on  acknowledgment  by  the  bailee  of the buyer's right to
possession of the goods; or
(c)  after  his  receipt  of   possession   or   control   of   a
non-negotiable  document  of  title  or  other  direction  to
deliver in a record, as provided in  subsection  (4)  (b)  of
Section 2--503.
(3)  In  any  case  not within subsection (1) or (2), the risk of loss
passes to the buyer on his receipt of the  goods  if  the  seller  is  a
merchant; otherwise the risk passes to the buyer on tender of delivery.
(4)  The  provisions of this section are subject to contrary agreement
of the parties and to the provisions of this Article on sale on approval
(Section 2--327) and on effect  of  breach  on  risk  of  loss  (Section
2--510).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-510 - Effect of Breach on Risk of Loss.

Section 2--510. Effect of Breach on Risk of Loss.
(1)  Where  a  tender  or delivery of goods so fails to conform to the
contract as to give a right of rejection the risk of their loss  remains
on the seller until cure or acceptance.
(2) Where the buyer rightfully revokes acceptance he 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-511 - Tender of Payment by Buyer; Payment by Check.

Section 2--511. Tender of Payment by Buyer; Payment by Check.
(1)  Unless  otherwise  agreed tender of payment is a condition to the
seller's duty to tender and complete any delivery.
(2) Tender of payment is sufficient when made by any means or  in  any
manner  current  in  the  ordinary  course of business unless the seller
demands payment  in  legal  tender  and  gives  any  extension  of  time
reasonably necessary to procure it.
(3)  Subject  to  the  provisions  of  this  Act  on  the effect of an
instrument on an  obligation  (Section  3--802),  payment  by  check  is
conditional  and  is  defeated as between the parties by dishonor of the
check on due presentment.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-512 - Payment by Buyer Before Inspection.

Section 2--512. Payment by Buyer Before Inspection.
(1)   Where   the   contract   requires   payment   before  inspection
non-conformity of the goods does not excuse the  buyer  from  so  making
payment unless
(a) the non-conformity appears without inspection; or
(b) despite  tender  of  the required documents the circumstances
would justify injunction against honor under this  Code  (Section
5--109(b)).
(2)  Payment  pursuant  to  subsection  (1)  does  not  constitute  an
acceptance of goods or impair the buyer's right to inspect or any of his
remedies.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-513 - Buyer's Right to Inspection of Goods.

Section 2--513. Buyer's Right to Inspection of Goods.
(1) Unless otherwise agreed and subject to subsection (3), where goods
are  tendered  or  delivered or identified to the contract for sale, the
buyer has a right before payment or acceptance to inspect  them  at  any
reasonable place and time and in any reasonable manner.  When the seller
is required or authorized to send the goods to the buyer, the inspection
may be after their arrival.
(2)  Expenses  of  inspection  must  be  borne by the buyer but may be
recovered from the seller if the goods do not conform and are rejected.
(3) Unless otherwise agreed and subject  to  the  provisions  of  this
Article  on  C.I.F.  contracts  (subsection  (3) of Section 2--321), the
buyer is not entitled to inspect the goods before payment of  the  price
when the contract provides
(a) for delivery "C.O.D." or on other like terms; or
(b) for  payment  against  documents  of title, except where such
payment is due only after the goods are to  become  available
for inspection.
(4)  A  place or method of inspection fixed by the parties is presumed
to be exclusive but  unless  otherwise  expressly  agreed  it  does  not
postpone  identification  or shift the place for delivery or for passing
the risk of loss. If compliance becomes impossible, inspection shall  be
as provided in this section unless the place or method fixed was clearly
intended  as  an  indispensable  condition  failure  of which avoids the
contract.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-514 - When Documents Deliverable on Acceptance; When on Payment.

Section 2--514.  When  Documents  Deliverable  on  Acceptance;  When  on
Payment.
Unless otherwise agreed documents against which a draft is  drawn  are
  to  be  delivered  to  the  drawee  on  acceptance of the draft if it is
  payable more than three  days  after  presentment;  otherwise,  only  on
  payment.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 5 - Performance › 2-515 - Preserving Evidence of Goods in Dispute.

Section 2--515. Preserving Evidence of Goods in Dispute.
In furtherance of the adjustment of any claim or dispute
(a)  either  party on reasonable notification to the other and for the
purpose of ascertaining the facts and preserving evidence has the  right
to  inspect,  test and sample the goods including such of them as may be
in the possession or control of the other; and
(b) the parties may agree to a third party  inspection  or  survey  to
determine  the  conformity  or condition of the goods and may agree that
the findings shall be binding upon them in any subsequent litigation  or
adjustment.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-601 - Buyer's Rights on Improper Delivery.

Section 2--601. Buyer's Rights on Improper Delivery.
Subject  to  the  provisions  of this Article on breach in installment
  contracts  (Section  2--612)  and  unless  otherwise  agreed  under  the
  sections  on  contractual  limitations  of  remedy  (Sections 2--718 and
  2--719), if the goods or the tender of delivery fail in any  respect  to
  conform to the contract, the buyer may
(a) reject the whole; or
(b) accept the whole; or
(c) accept any commercial unit or units and reject the rest.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-602 - Manner and Effect of Rightful Rejection.

Section 2--602. Manner and Effect of Rightful Rejection.
(1)  Rejection  of  goods must be within a reasonable time after their
delivery or tender.  It  is  ineffective  unless  the  buyer  seasonably
notifies the seller.
(2)  Subject  to  the  provisions  of  the  two  following sections on
rejected goods (Sections 2--603 and 2--604).
(a) after rejection any exercise of ownership by the  buyer  with
respect  to  any  commercial  unit is wrongful as against the
seller; and
(b) if the buyer has before rejection taken  physical  possession
of  goods in which he does not have a security interest under
the provisions of this Article  (subsection  (3)  of  Section
2--711), 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 2--703).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-603 - Merchant Buyer's Duties as to Rightfully Rejected Goods.

Section 2--603. Merchant Buyer's Duties as to Rightfully Rejected Goods.
(1)  Subject  to any security interest in the buyer (subsection (3) of
Section 2--711), when the seller has no agent or place  of  business  at
the market of rejection a merchant buyer is under a duty after rejection
of  goods  in  his  possession  or  control  to  follow  any  reasonable
instructions received from the seller with respect to the goods  and  in
the absence of such instructions to make reasonable efforts to sell them
for  the  seller's account if they are perishable or threaten to decline
in  value  speedily.  Instructions  are  not  reasonable  if  on  demand
indemnity for expenses is not forthcoming.
(2) When the buyer sells goods under subsection (1), he is entitled to
reimbursement  from  the  seller  or  out of the proceeds for reasonable
expenses of caring for and selling them, and if the expenses include  no
selling  commission  then to such commission as is usual in the trade or
if there is none to a reasonable sum not exceeding ten per cent  on  the
gross proceeds.
(3)  In  complying  with  this  section the buyer is held only to good
faith and  good  faith  conduct  hereunder  is  neither  acceptance  nor
conversion nor the basis of an action for damages.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-604 - Buyer's Options as to Salvage of Rightfully Rejected Goods.

Section 2--604. Buyer's  Options  as  to  Salvage of Rightfully Rejected
Goods.
Subject to the provisions of  the  immediately  preceding  section  on
  perishables if the seller gives no instructions within a reasonable time
  after  notification  of rejection the buyer may store the rejected goods
  for the seller's account or reship them to him or resell  them  for  the
  seller's  account  with  reimbursement  as  provided  in  the  preceding
  section. Such action is not acceptance or conversion.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-605 - Waiver of Buyer's Objections by Failure to Particularize.

Section 2--605. Waiver    of    Buyer's   Objections   by   Failure   to
Particularize.
(1) The buyer's failure  to  state  in  connection  with  rejection  a
particular  defect  which  is  ascertainable  by  reasonable  inspection
precludes him from relying on the unstated defect to  justify  rejection
or to establish breach
(a) where the seller could have cured it if stated seasonably; or
(b) between  merchants when the seller has after rejection made a
request in writing for a full and final written statement  of
all defects on which the buyer proposes to rely.
(2)  Payment  against  documents  made  without  reservation of rights
precludes recovery of the payment for defects apparent in the documents.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-606 - What Constitutes Acceptance of Goods.

Section 2--606. What Constitutes Acceptance of Goods.
(1) Acceptance of goods occurs when the buyer
(a) after a reasonable opportunity to inspect the goods signifies
to  the  seller that the goods are conforming or that he will
take or retain them in spite of their non-conformity; or
(b) fails to make  an  effective  rejection  (subsection  (1)  of
Section 2--602), but such acceptance does not occur until the
buyer has had a reasonable opportunity to inspect them; or
(c) does any act inconsistent with the seller's ownership; but if
such  act  is  wrongful  as  against  the  seller  it  is  an
acceptance only if ratified by him.
(2) Acceptance of a part of any commercial unit is acceptance of  that
entire unit.
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-607 - Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.

Section 2--607. Effect  of  Acceptance;  Notice  of  Breach;  Burden  of
Establishing Breach After Acceptance; Notice of  Claim
or Litigation to Person Answerable Over.
(1) The buyer must pay at the contract rate for any goods accepted.
(2)  Acceptance of goods by the buyer precludes rejection of the goods
accepted and if made  with  knowledge  of  a  non-conformity  cannot  be
revoked  because  of  it  unless  the  acceptance  was on the reasonable
assumption  that  the  non-conformity  would  be  seasonably  cured  but
acceptance  does  not of itself impair any other remedy provided by this
Article for non-conformity.
(3) Where a tender has been accepted
(a) the buyer must within a reasonable time after he discovers or
should have discovered any breach notify the seller of breach
or be barred from any remedy; and
(b) if the claim is one for infringement or the like  (subsection
(3)  of  Section 2--312) and the buyer is sued as a result of
such  a  breach  he  must  so  notify  the  seller  within  a
reasonable time after he receives notice of the litigation or
be  barred  from any remedy over for liability established by
the litigation.
(4) The burden is on the buyer to establish any breach with respect to
the goods accepted.
(5) Where the buyer  is  sued  for  breach  of  a  warranty  or  other
obligation for which his seller is answerable over
(a) he  may  give his seller written notice of the litigation. If
the notice states that the seller may come in and defend  and
that  if  the  seller  does not do so he will be bound in any
action against him by his buyer by any determination of  fact
common  to  the two litigations, then unless the seller after
seasonable receipt of the notice does come in and  defend  he
is so bound.
(b) if  the claim is one for infringement or the like (subsection
(3) of Section 2--312) the  original  seller  may  demand  in
writing  that  his  buyer  turn  over  to  him control of the
litigation including settlement or else be  barred  from  any
remedy  over and if he also agrees to bear all expense and to
satisfy any adverse judgment, then  unless  the  buyer  after
seasonable  receipt  of the demand does turn over control the
buyer is so barred.
(6) The provisions of subsections  (3),  (4)  and  (5)  apply  to  any
obligation  of  a buyer to hold the seller harmless against infringement
or the like (subsection (3) of Section 2--312).
2023 New York Laws › UCC - Uniform Commercial Code › Article 2 - Sales › Part 6 - Breach, Repudiation and Excuse › 2-608 - Revocation of Acceptance in Whole or in Part.

Section 2--608. Revocation of Acceptance in Whole or in Part.
(1)  The  buyer  may revoke his acceptance of a lot or commercial unit
whose non-conformity substantially impairs its value to him  if  he  has
accepted it
(a) on the reasonable assumption that its non-conformity would be
cured and it has not been seasonably cured; or
(b) without  discovery  of  such non-conformity if his acceptance
was reasonably induced either by the difficulty of  discovery
before acceptance or by the seller's assurances.
(2) Revocation of acceptance must occur within a reasonable time after
the  buyer  discovers  or  should  have discovered the ground for it and
before any substantial change in condition of the  goods  which  is  not
caused  by  their  own  defects.  It  is  not  effective until the buyer
notifies the seller of it.
(3) A buyer who so revokes has the same rights and duties with  regard
to the goods involved as if he had rejected them.