reglab/statecodes huggingface dataset:
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 24 - Title, Creditors and Good Faith Purchasers › Section 2401 - Passing of title; reservation for security; limited application of section

§ 2401. Passing of title; reservation for security; limited application of section.
Each provision of this division 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 division and matters concerning title become material the following rules apply:
(1) Identification of goods and reservation of title.--
Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this title. 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 Division 9 (relating to secured transactions), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Place of delivery of goods.--
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:
(i) 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
(ii) if the contract requires delivery at destination, title passes on tender there.
(3) Delivery without moving goods.--
Unless otherwise explicitly agreed where delivery is to be made without moving the goods:
(i) 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
(ii) if the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting.
(4) Revesting of title upon rejection of goods or revocation of acceptance.--
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."
(Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended par. (3)(i).
Cross References.
Section 2401 is referred to in sections 1201, 2106, 9102, 9109, 9110, 9309 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 24 - Title, Creditors and Good Faith Purchasers › Section 2402 - Rights of creditors of seller against sold goods

§ 2402. Rights of creditors of seller against sold goods.
(a) Priority of buyer over unsecured creditors.
--Except as provided in subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the rights of the buyer to recover the goods under this division (section 2502 (relating to right of buyer to goods on insolvency of seller) and section 2716 (relating to right of buyer to specific performance or replevin)).
(b) Right to void sale upon fraudulent retention of goods.
-- 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.
(c) Other rights of creditors unimpaired.
--Nothing in this division shall be deemed to impair the rights of creditors of the seller:
(1) under the provisions of Division 9 (relating to secured transactions); or
(2) 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 division constitute the transaction a fraudulent transfer or voidable preference.
Cross References.
Section 2402 is referred to in sections 1301, 7504 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 24 - Title, Creditors and Good Faith Purchasers › Section 2403 - Power to transfer; good faith purchase of goods; "entrusting."

§ 2403. Power to transfer; good faith purchase of goods;
"entrusting."
(a) Transfer of title.
--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:
(1) the transferor was deceived as to the identity of the purchaser;
(2) the delivery was in exchange for a check which is later dishonored;
(3) it was agreed that the transaction was to be a "cash sale"; or
(4) the delivery was procured through fraud punishable as larcenous under the criminal law.
(b) Transfer by merchant entrusted with possession of goods.
--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.
(c) Definition of "entrusting".
--"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 disposition of the goods by the possessor has been such as to be larcenous under the criminal law.
(d) Rights of other purchasers and lien creditors.
--The rights of other purchasers of goods and of lien creditors are governed by Division 7 (relating to documents of title) and Division 9 (relating to secured transactions). (July 9, 1992, P.L.507, No.97, eff. one year)
1992 Amendment.
Act 97 amended subsec. (d).
Cross References.
Section 2403 is referred to in sections 2103, 2702, 2A103, 7209, 7503, 9315 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2501 - Insurable interest in goods; manner of identification of goods

§ 2501. Insurable interest in goods; manner of identification of goods.
(a) General rule.--
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 as follows:
(1) When the contract is made if it is for the sale of goods already existing and identified.
(2) If the contract is for the sale of future goods other than those described in paragraph (3), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers.
(3) When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within 12 months after contracting or for the sale of crops to be harvested within 12 months or the next normal harvest season after contracting whichever is longer.
(b) Duration of insurable interest and substitution of goods.--
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.
(c) Other insurable interests unimpaired.--
Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
Cross References.
Section 2501 is referred to in sections 2103, 2401, 2502 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2502 - Right of buyer to goods on repudiation, failure to deliver or insolvency of seller

§ 2502. Right of buyer to goods on repudiation, failure to
deliver or insolvency of seller.
(a) General rule.
--Subject to subsections (b) and (c) 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 section 2501 (relating to insurable interest in goods; manner of identification of goods) may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:
(1) in the case of goods bought for personal, family or household purposes, the seller repudiates or fails to deliver as required by the contract; or
(2) in all cases, the seller becomes insolvent within ten days after receipt of the first installment on their price.
(b) Vesting.
--The buyer's right to recover the goods under subsection (a)(1) vests upon acquisition of a special property even if the seller had not then repudiated or failed to deliver.
(c) Identification made by buyer.
--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. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment.
Act 18 amended the section heading and subsec. (a), relettered former subsec. (b) to subsec. (c) and added a new subsec. (b).
Cross References.
Section 2502 is referred to in sections 2402, 2711 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2503 - Manner of tender of delivery by seller

§ 2503. Manner of tender of delivery by seller.
(a) General rule.
--Tender of delivery requires that the seller put and hold conforming goods at the disposition of the buyer 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 division, and in particular:
(1) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but
(2) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.
(b) Delivery at particular destination not required.
--Where the case is within section 2504 (relating to shipment by seller) tender requires that the seller comply with its provisions.
(c) Delivery at particular destination required.
--Where the seller is required to deliver at a particular destination tender requires that he comply with subsection (a) and also in any appropriate case tender documents as described in subsections (d) and (e).
(d) Goods in possession of bailee and deliverable without being moved.
--Where goods are in the possession of a bailee and are to be delivered without being moved:
(1) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the right of the buyer to possession of the goods; but
(2) tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Division 9 (relating to secured transactions) receipt by the bailee of notification of the rights of the buyer 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 nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(e) Form and manner of delivering documents.
--Where the contract requires the seller to deliver documents:
(1) he must tender all such documents in correct form, except as provided in this division with respect to bills of lading in a set (section 2323(b)); and
(2) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsecs. (d)(2) and (e)(2).
Cross References.
Section 2503 is referred to in sections 2319, 2509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2504 - Shipment by seller

§ 2504. 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:
(1) 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;
(2) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and
(3) promptly notify the buyer of the shipment. Failure to notify the buyer under paragraph (3) or to make a proper contract under paragraph (1) is a ground for rejection only if material delay or loss ensues.
Cross References.
Section 2504 is referred to in sections 2319, 2503, 2505 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2505 - Shipment by seller under reservation

§ 2505. Shipment by seller under reservation.
(a) General rule.
--Where the seller has identified goods to the contract by or before shipment:
(1) 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 expectation of the seller of transferring that interest to the person named.
(2) A nonnegotiable bill of lading to himself or his nominee reserves possession of the goods as security, but except in a case of conditional delivery (section 2507(b)) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.
(b) Shipment in violation of contract.
--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 section 2504 (relating to shipment by seller) but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the powers of the seller as a holder of a negotiable document of title. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsecs. (a)(2) and (b).
Cross References.
Section 2505 is referred to in sections 1201, 2509, 9102, 9109, 9110, 9309 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2506 - Rights of financing agency

§ 2506. Rights of financing agency.
(a) General rule.
--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 right of the shipper to have the draft honored by the buyer.
(b) Right to reimbursement unimpaired by latent defect.
--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. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2507 - Effect of tender by seller; delivery on condition

§ 2507. Effect of tender by seller; delivery on condition.
(a) Effect of tender by seller.
--Tender of delivery is a condition to the duty of the buyer 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.
(b) Delivery on condition.
--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.
Cross References.
Section 2507 is referred to in section 2505 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2508 - Cure by seller of improper tender or delivery; replacement

§ 2508. Cure by seller of improper tender or delivery;
replacement.
(a) General rule.
--Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.
(b) Rejection of tender which seller believed acceptable.
-- Where the buyer rejects a nonconforming 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.
Cross References.
Section 2508 is referred to in section 2323 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2509 - Risk of loss in absence of breach

§ 2509. Risk of loss in absence of breach.
(a) Seller to ship by carrier.
--Where the contract requires or authorizes the seller to ship the goods by carrier:
(1) 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 2505); but
(2) 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.
(b) Goods held by bailee.
--Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:
(1) on his receipt, possession or control of a negotiable document of title covering the goods;
(2) on acknowledgment by the bailee of the right of the buyer to possession of the goods; or
(3) after his receipt, possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in section 2503(d)(2) (relating to manner of tender of delivery by seller).
(c) All other cases.
--In any case not within subsection (a) or (b), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise on tender of delivery.
(d) Limitations on operation of section.
--The provisions of this section are subject to contrary agreement of the parties and to the provisions of this division on sale on approval (section 2327) and on effect of breach on risk of loss (section 2510). (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b)(1) and (3).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2510 - Effect of breach on risk of loss

§ 2510. Effect of breach on risk of loss.
(a) Tender of nonconforming goods.
--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.
(b) Revocation of acceptance by buyer.
--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.
(c) Repudiation or breach by buyer.
--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.
Cross References.
Section 2510 is referred to in section 2509 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2511 - Tender of payment by buyer; payment by check

§ 2511. Tender of payment by buyer; payment by check.
(a) Tender of payment condition to delivery.
--Unless otherwise agreed tender of payment is a condition to the duty of the seller to tender and complete any delivery.
(b) Manner of tender of payment.
--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.
(c) Payment by check.
--Subject to the provisions of this title on the effect of an instrument on an obligation (section 3310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment. (July 9, 1992, P.L.507, No.97, eff. one year)
1992 Amendment.
Act 97 amended subsec. (c).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2512 - Payment by buyer before inspection

§ 2512. Payment by buyer before inspection.
(a) General rule.
--Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:
(1) the nonconformity appears without inspection; or
(2) despite tender of the required documents the circumstances would justify injunction against honor under this title, including section 5109(b) (relating to conditions for injunction).
(b) Effect of payment on rights of buyer.
--Payment pursuant to subsection (a) does not constitute an acceptance of goods or impair the right of the buyer to inspect or any of his remedies. (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)
2001 Amendment.
Act 18 amended subsec. (a)(2).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2513 - Right of buyer to inspection of goods

§ 2513. Right of buyer to inspection of goods.
(a) General rule.
--Unless otherwise agreed and subject to subsection (c), 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.
(b) Expenses of inspection.
--Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.
(c) Limitation on right of inspection prior to payment.
-- Unless otherwise agreed and subject to the provisions of this division on C.I.F. contracts (section 2321(3)), the buyer is not entitled to inspect the goods before payment of the price when the contract provides:
(1) for delivery "C.O.D." or on other like terms; or
(2) for payment against documents of title, except where such payment is due only after the goods are to become available for inspection.
(d) Agreement as to place and method of inspection.
--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.
Cross References.
Section 2513 is referred to in section 2310 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2514 - When documents deliverable on acceptance; when on payment

§ 2514. 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 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 25 - Performance › Section 2515 - Preserving evidence of goods in dispute

§ 2515. Preserving evidence of goods in dispute.
In furtherance of the adjustment of any claim or dispute:
(1) 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
(2) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2601 - Rights of buyer on improper delivery

§ 2601. Rights of buyer on improper delivery.
Subject to the provisions of this division 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:
(1) reject the whole;
(2) accept the whole; or
(3) accept any commercial unit or units and reject the rest.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2602 - Manner and effect of rightful rejection

§ 2602. Manner and effect of rightful rejection.
(a) Time and notice of rejection.
--Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.
(b) Duties of buyer after rightful rejection.
--Subject to the provisions of sections 2603 (relating to duties of merchant buyer as to rightfully rejected goods) and 2604 (relating to options of buyer as to salvage of rightfully rejected goods):
(1) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and
(2) 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 division (section 2711(c) (relating to security interest of buyer in rejected goods)), he is under a duty after rejection to hold them with reasonable care at the disposition of the seller for a time sufficient to permit the seller to remove them; but
(3) the buyer has no further obligations with regard to goods rightfully rejected.
(c) Rights of seller after wrongful rejection.
--The rights of the seller with respect to goods wrongfully rejected are governed by the provisions of this division on remedies of seller in general (section 2703).
Cross References.
Section 2602 is referred to in section 2606 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2603 - Duties of merchant buyer as to rightfully rejected goods

§ 2603. Duties of merchant buyer as to rightfully rejected
goods.
(a) General rule.
--Subject to any security interest in the buyer (section 2711(c)), 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 account of the seller if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.
(b) Reimbursement for expenses and commission.
--When the buyer sells goods under subsection (a), 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.
(c) Good faith conduct.
--In complying with this section the buyer is held only to good faith and good faith conduct under this section is neither acceptance nor conversion nor the basis of an action for damages.
Cross References.
Section 2603 is referred to in sections 2602, 2604 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2604 - Options of buyer as to salvage of rightfully rejected goods

§ 2604. Options of buyer as to salvage of rightfully rejected
goods.
Subject to the provisions on perishables in section 2603 (relating to duties of merchant buyer as to rightfully rejected goods) if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the account of the seller or reship them to him or resell them for the account of the seller with reimbursement as provided in section 2603. Such action is not acceptance or conversion.
Cross References.
Section 2604 is referred to in section 2602 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2605 - Waiver of objections of buyer by failure to particularize

§ 2605. Waiver of objections of buyer by failure to
particularize.
(a) General rule.
--The failure of the buyer 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:
(1) where the seller could have cured it if stated seasonably; or
(2) 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.
(b) Payment against defective documents.
--Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents. (Apr. 16, 2008, P.L.57, No.13, eff. 60 days)
2008 Amendment.
Act 13 amended subsec. (b).
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2606 - What constitutes acceptance of goods

§ 2606. What constitutes acceptance of goods.
(a) General rule.
--Acceptance of goods occurs when the buyer:
(1) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity;
(2) fails to make an effective rejection (section 2602(a)), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(3) does any act inconsistent with the ownership of the seller; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.
(b) Part of commercial unit.
--Acceptance of a part of any commercial unit is acceptance of that entire unit.
Cross References.
Section 2606 is referred to in sections 2103, 2201 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2607 - Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over

§ 2607. Effect of acceptance; notice of breach; burden of
establishing breach after acceptance; notice of claim
or litigation to person answerable over.
(a) Payment for accepted goods.
--The buyer must pay at the contract rate for any goods accepted.
(b) Effect of acceptance on remedies for breach.
--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 division for nonconformity.
(c) Notice of breach.
--Where a tender has been accepted:
(1) 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
(2) if the claim is one for infringement or the like
(section 2312(c)) 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.
(d) Burden of establishing breach.
--The burden is on the buyer to establish any breach with respect to the goods accepted.
(e) Notice of litigation to person answerable over.
--Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over:
(1) 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.
(2) If the claim is one for infringement or the like
(section 2312(c)), 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.
(f) Obligation of buyer to hold seller harmless.
--The provisions of subsections (c), (d) and (e) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (section 2312(c) (relating to warranty of merchant regularly dealing in goods)).
Cross References.
Section 2607 is referred to in section 2714 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2608 - Revocation of acceptance in whole or in part

§ 2608. Revocation of acceptance in whole or in part.
(a) Grounds for revocation.
--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:
(1) on the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or
(2) without discovery of such nonconformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the assurances of the seller.
(b) Time and notice of revocation.
--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.
(c) Rights and duties of revoking buyer.
--A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2609 - Right to adequate assurance of performance

§ 2609. Right to adequate assurance of performance.
(a) General rule.
--A contract for sale imposes an obligation on each party that the expectation of the other 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.
(b) Reasonableness and adequacy between merchants.
--Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(c) Effect of acceptance of improper delivery or payment.
-- Acceptance of any improper delivery or payment does not prejudice the right of the aggrieved party to demand adequate assurance of future performance.
(d) Effect of failure to provide assurance.
--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.
Cross References.
Section 2609 is referred to in sections 2210, 2611 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2610 - Anticipatory repudiation

§ 2610. Anticipatory repudiation.
When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:
(1) for a commercially reasonable time await performance by the repudiating party; or
(2) resort to any remedy for breach (section 2703 or 2711), even though he has notified the repudiating party that he would await performance by the latter and has urged retraction; and
(3) in either case suspend his own performance or proceed in accordance with the provisions of this division on the right of the seller to identify goods to the contract notwithstanding breach or to salvage unfinished goods
(section 2704).
Cross References.
Section 2610 is referred to in section 2709 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2611 - Retraction of anticipatory repudiation

§ 2611. Retraction of anticipatory repudiation.
(a) When allowable.
--Until the next performance is due by the repudiating party 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.
(b) Method.
--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 division (section 2609).
(c) Effect on contract rights.
--Retraction reinstates the rights of the repudiating party under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2612 - "Installment contract"; breach

§ 2612. "Installment contract"; breach.
(a) Definition of "installment contract".
--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.
(b) Right to reject nonconforming installment.
--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 (c) and the seller gives adequate assurance of its cure the buyer must accept that installment.
(c) Breach.
--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.
Cross References.
Section 2612 is referred to in sections 2103, 2601, 2616, 2703, 2711 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2613 - Casualty to identified goods

§ 2613. Casualty to identified goods.
Where the contract requires for its performance goods identified when the contract is made and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (section 2324) then:
(1) if the loss is total the contract is avoided; and
(2) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at 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.
Cross References.
Section 2613 is referred to in section 2324 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2614 - Substituted performance

§ 2614. Substituted performance.
(a) Manner of delivery.
--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.
(b) Manner of payment.
--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 obligation of the buyer unless the regulation is discriminatory, oppressive or predatory.
Cross References.
Section 2614 is referred to in section 2615 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2615 - Excuse by failure of presupposed conditions

§ 2615. Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and subject to section 2614 (relating to substituted performance):
(1) Delay in delivery or non-delivery in whole or in part by a seller who complies with paragraphs (2) and (3) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.
(2) Where the causes mentioned in paragraph (1) affect only a part of the capacity of the seller 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.
(3) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (2), of the estimated quota thus made available for the buyer.
Cross References.
Section 2615 is referred to in section 2616 of this title.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 26 - Breach, Repudiation and Excuse › Section 2616 - Procedure on notice claiming excuse

§ 2616. Procedure on notice claiming excuse.
(a) Right of buyer to terminate or modify contract.
--Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 2615 (relating to excuse by failure of presupposed conditions) 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 division relating to breach of installment contracts (section 2612), then also as to the whole:
(1) terminate and thereby discharge any unexecuted portion of the contract; or
(2) modify the contract by agreeing to take his available quota in substitution.
(b) Time limitation on modification.
--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.
(c) Effect of agreement on section.
--The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under section 2615.
2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 13 - COMMERCIAL CODE › Chapter 27 - Remedies › Section 2701 - Remedies for breach of collateral contracts not impaired

§ 2701. Remedies for breach of collateral contracts not impaired.
Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.