reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-503 - Manner of seller's tender of delivery.

RCW 62A.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 or her 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 or she comply with subsection (1) of this section 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 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 Article 9A of this title, 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 nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(5) Where the contract requires the seller to deliver documents:
(a) He or she must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (RCW 62A.2-323(2)); and
(b) Tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.
[ 2012 c 214 § 807; 1965 ex.s. c 157 § 2-503. Cf. former RCW sections: RCW 63.04.120, 63.04.200, 63.04.210, 63.04.440, 63.04.470, and 63.04.520; 1925 ex.s. c 142 §§ 11, 19, 20, 43, 46, and 51; RRS §§ 5836-11, 5836-19, 5836-20, 5836-43, 5836-46, and 5836-51.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-504 - Shipment by seller.

RCW 62A.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 or her to deliver them at a particular destination, then unless otherwise agreed he or she 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 this subsection or to make a proper contract under subsection (a) of this section is a ground for rejection only if material delay or loss ensues.
[ 2013 c 23 § 144; 1965 ex.s. c 157 § 2-504. Cf. former RCW 63.04.470; 1925 ex.s. c 142 § 46; RRS § 5836-46.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-505 - Seller's shipment under reservation.

RCW 62A.2-505
Seller's shipment under reservation.
(1) Where the seller has identified goods to the contract by or before shipment:
(a) His or her procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. His or her procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.
(b) A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (RCW 62A.2-507(2)) 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.
(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.
[ 2012 c 214 § 808; 1965 ex.s. c 157 § 2-505. Cf. former RCW 63.04.210 (2), (3), (4); 1925 ex.s. c 142 § 20; RRS § 5836-20.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-506 - Rights of financing agency.

RCW 62A.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.
[ 2012 c 214 § 809; 1965 ex.s. c 157 § 2-506.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-507 - Effect of seller's tender; delivery on condition.

RCW 62A.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 or her 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 or her right as against the seller to retain or dispose of them is conditional upon his or her making the payment due.
[ 2013 c 23 § 145; 1965 ex.s. c 157 § 2-507. Cf. former RCW sections: (i) RCW 63.04.120; 1925 ex.s. c 142 § 11; RRS § 5836-11. (ii) RCW 63.04.420; 1925 ex.s. c 142 § 41; RRS § 5836-41. (iii) RCW 63.04.430; 1925 ex.s. c 142 § 42; RRS § 5836-42. (iv) RCW 63.04.700; 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-508 - Cure by seller of improper tender or delivery; replacement.

RCW 62A.2-508
Cure by seller of improper tender or delivery; replacement.
(1) 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 or her intention to cure and may then within the contract time make a conforming delivery.
(2) 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 or she seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
[ 2013 c 23 § 146; 1965 ex.s. c 157 § 2-508.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-509 - Risk of loss in the absence of breach.

RCW 62A.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 or her 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 (RCW 62A.2-505); but
(b) If it does require him or her 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 or her 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 or her receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in RCW 62A.2-503(4)(b).
(3) In any case not within subsection (1) or (2) of this section, the risk of loss passes to the buyer on his or her 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 (RCW 62A.2-327) and on effect of breach on risk of loss (RCW 62A.2-510).
[ 2012 c 214 § 810; 1965 ex.s. c 157 § 2-509. Cf. former RCW sections: (i) RCW 63.04.200; 1925 ex.s. c 142 § 19; RRS § 5836-19. (ii) RCW 63.04.230; 1925 ex.s. c 142 § 22; RRS § 5836-22.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-510 - Effect of breach on risk of loss.

RCW 62A.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 or she may to the extent of any deficiency in his or her 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 or her, the seller may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
[ 2013 c 23 § 147; 1965 ex.s. c 157 § 2-510.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-511 - Tender of payment by buyer; payment by check.

RCW 62A.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 Title on the effect of an instrument on an obligation (RCW 62A.3-310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
[ 1996 c 77 § 2; 1965 ex.s. c 157 § 2-511. Cf. former RCW 63.04.430; 1925 ex.s. c 142 § 42; RRS § 5836-42.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-512 - Payment by buyer before inspection.

RCW 62A.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 the provisions of this Title (RCW 62A.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 or her remedies.
[ 2012 c 214 § 1715; 1997 c 56 § 20; 1965 ex.s. c 157 § 2-512. Cf. former RCW sections: (i) RCW 63.04.480; 1925 ex.s. c 142 § 47; RRS § 5836-47. (ii) RCW 63.04.500; 1925 ex.s. c 142 § 49; RRS § 5836-49.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Applicability—Savings—Transition provisions—1997 c 56: See RCW 62A.5-1013 and 62A.5-1015.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-513 - Buyer's right to inspection of goods.

RCW 62A.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 RCW 62A.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.
[1965 ex.s. c 157 § 2-513. Cf. former RCW 63.04.480 (2), (3); 1925 ex.s. c 142 § 47; RRS § 5836-47.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-514 - When documents deliverable on acceptance; when on payment.

RCW 62A.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.
[1965 ex.s. c 157 § 2-514. Cf. former RCW 81.32.411; 1961 c 14 § 81.32.411; prior: 1915 c 159 § 41; RRS § 3687; formerly RCW 81.32.500.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-515 - Preserving evidence of goods in dispute.

RCW 62A.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.
[1965 ex.s. c 157 § 2-515.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-601 - Buyer's rights on improper delivery.

RCW 62A.2-601
Buyer's rights on improper delivery.
Subject to the provisions of this Article on breach in installment contracts (RCW 62A.2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (RCW 62A.2-718 and RCW 62A.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.
[1965 ex.s. c 157 § 2-601. Cf. former RCW sections: (i) RCW 63.04.120; 1925 ex.s. c 142 § 11; RRS § 5836-11. (ii) RCW 63.04.480; 1925 ex.s. c 142 § 47; RRS § 5836-47. (iii) RCW 63.04.700(1); 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-602 - Manner and effect of rightful rejection.

RCW 62A.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 (RCW 62A.2-603 and RCW 62A.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 or she does not have a security interest under the provisions of this Article (RCW 62A.2-711(3)), he or she 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 (RCW 62A.2-703).
[ 2013 c 23 § 148; 1965 ex.s. c 157 § 2-602. Cf. former RCW sections: (i) RCW 63.04.090; 1925 ex.s. c 142 § 8; RRS § 5836-8. (ii) RCW 63.04.510; 1925 ex.s. c 142 § 50; RRS § 5836-50.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-603 - Merchant buyer's duties as to rightfully rejected goods.

RCW 62A.2-603
Merchant buyer's duties as to rightfully rejected goods.
(1) Subject to any security interest in the buyer (RCW 62A.2-711(3)), 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 or her 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) of this section, he or she 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.
[ 2013 c 23 § 149; 1965 ex.s. c 157 § 2-603.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-604 - Buyer's options as to salvage of rightfully rejected goods.

RCW 62A.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 her or resell them for the seller's account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.
[ 2013 c 23 § 150; 1965 ex.s. c 157 § 2-604.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-605 - Waiver of buyer's objections by failure to particularize.

RCW 62A.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 or her 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.
[ 2012 c 214 § 811; 1965 ex.s. c 157 § 2-605.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-606 - What constitutes acceptance of goods.

RCW 62A.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 or she will take or retain them in spite of their nonconformity; or
(b) Fails to make an effective rejection (RCW 62A.2-602(1)), 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 or her.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
[ 2013 c 23 § 151; 1965 ex.s. c 157 § 2-606. Cf. former RCW sections: (i) RCW 63.04.480(1); 1925 ex.s. c 142 § 47; RRS § 5836-47. (ii) RCW 63.04.490; 1925 ex.s. c 142 § 48; RRS § 5836-48.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-607 - Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

RCW 62A.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 nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this Article for nonconformity.
(3) Where a tender has been accepted:
(a) The buyer must within a reasonable time after he or she 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 (RCW 62A.2-312(3)) and the buyer is sued as a result of such a breach, he or she must so notify the seller within a reasonable time after he or she 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 or her seller is answerable over:
(a) He or she may give his or her 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 or she will be bound in any action against him or her by his or her 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 or she is so bound.
(b) If the claim is one for infringement or the like (RCW 62A.2-312(3)), the original seller may demand in writing that his or her buyer turn over to him or her control of the litigation including settlement or else be barred from any remedy over and if he or she 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) of this section apply to any obligation of a buyer to hold the seller harmless against infringement or the like (RCW 62A.2-312(3)).
[ 2013 c 23 § 152; 1965 ex.s. c 157 § 2-607. Subd. (1) cf. former RCW 63.04.420; 1925 ex.s. c 142 § 41; RRS § 5836-41. Subd. (2), (3) cf. former RCW sections: (i) RCW 63.04.500; 1925 ex.s. c 142 § 49; RRS § 5836-49. (ii) RCW 63.04.700; 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-608 - Revocation of acceptance in whole or in part.

RCW 62A.2-608
Revocation of acceptance in whole or in part.
(1) The buyer may revoke his or her acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him or her if he or she has accepted it:
(a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or
(b) Without discovery of such nonconformity if his or her 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 or she had rejected them.
[ 2013 c 23 § 153; 1965 ex.s. c 157 § 2-608. Cf. former RCW 63.04.700 (1)(d), (3), (4), (5); 1925 ex.s. c 142 § 69; RRS § 5836-69.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-609 - Right to adequate assurance of performance.

RCW 62A.2-609
Right to adequate assurance of performance.
(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return.
(2) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(4) After receipt of a justified demand, failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
[ 2013 c 23 § 154; 1965 ex.s. c 157 § 2-609. Cf. former RCW sections: (i) RCW 63.04.540; 1925 ex.s. c 142 § 53; RRS § 5836-53. (ii) RCW 63.04.550(1)(b); 1925 ex.s. c 142 § 54; RRS § 5836-54. (iii) RCW 63.04.560; 1925 ex.s. c 142 § 55; RRS § 5836-55. (iv) RCW 63.04.640(2); 1925 ex.s. c 142 § 63; RRS § 5836-63.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-610 - Anticipatory repudiation.

RCW 62A.2-610
Anticipatory repudiation.
When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:
(a) For a commercially reasonable time await performance by the repudiating party; or
(b) Resort to any remedy for breach (RCW 62A.2-703 or 62A.2-711), even though he or she has notified the repudiating party that he or she would await the latter's performance and has urged retraction; and
(c) In either case suspend his or her own performance or proceed in accordance with the provisions of this Article on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (RCW 62A.2-704).
[ 2013 c 23 § 155; 1965 ex.s. c 157 § 2-610. Cf. former RCW section: (i) RCW 63.04.640(2); 1925 ex.s. c 142 § 63; RRS § 5836-63. (ii) RCW 63.04.660; 1925 ex.s. c 142 § 65; RRS § 5836-65.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-611 - Retraction of anticipatory repudiation.

RCW 62A.2-611
Retraction of anticipatory repudiation.
(1) Until the repudiating party's next performance is due, he or she can retract his or her repudiation unless the aggrieved party has since the repudiation canceled or materially changed his or her position or otherwise indicated that he or she considers the repudiation final.
(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this Article (RCW 62A.2-609).
(3) Retraction reinstates the repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
[ 2013 c 23 § 156; 1965 ex.s. c 157 § 2-611.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-612 - "Installment contract"; breach.

RCW 62A.2-612
"Installment contract"; breach.
(1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent.
(2) The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3) of this section and the seller gives adequate assurance of its cure, the buyer must accept that installment.
(3) Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he or she accepts a nonconforming installment without seasonably notifying of cancellation or if he or she brings an action with respect only to past installments or demands performance as to future installments.
[ 2013 c 23 § 157; 1965 ex.s. c 157 § 2-612. Cf. former RCW 63.04.460(2); 1925 ex.s. c 142 § 45; RRS § 5836-45.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-613 - Casualty to identified goods.

RCW 62A.2-613
Casualty to identified goods.
Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no sale" term (RCW 62A.2-324) then:
(a) If the loss is total, the contract is avoided; and
(b) If the loss is partial or the goods have so deteriorated as no longer to conform to the contract, the buyer may nevertheless demand inspection and at his or her 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.
[ 2013 c 23 § 158; 1965 ex.s. c 157 § 2-613. Cf. former RCW sections: (i) RCW 63.04.080; 1925 ex.s. c 142 § 7; RRS § 5836-7. (ii) RCW 63.04.090; 1925 ex.s. c 142 § 8; RRS § 5836-8.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-614 - Substituted performance.

RCW 62A.2-614
Substituted performance.
(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer's obligation unless the regulation is discriminatory, oppressive or predatory.
[1965 ex.s. c 157 § 2-614.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-615 - Excuse by failure of presupposed conditions.

RCW 62A.2-615
Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:
(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections (b) and (c) of this section is not a breach of his or her duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.
(b) Where the causes mentioned in subsection (a) of this section affect only a part of the seller's capacity to perform, he or she must allocate production and deliveries among his or her customers but may at his or her option include regular customers not then under contract as well as his or her own requirements for further manufacture. He or she may so allocate in any manner which is fair and reasonable.
(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under subsection (b) of this section, of the estimated quota thus made available for the buyer.
[ 2013 c 23 § 159; 1965 ex.s. c 157 § 2-615.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-616 - Procedure on notice claiming excuse.

RCW 62A.2-616
Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section, he or she may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this Article relating to breach of installment contracts (RCW 62A.2-612), then also as to the whole:
(a) Terminate and thereby discharge any unexecuted portion of the contract; or
(b) Modify the contract by agreeing to take his or her available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days, the contract lapses with respect to any deliveries affected.
[ 2013 c 23 § 160; 1965 ex.s. c 157 § 2-616.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-701 - Remedies for breach of collateral contracts not impaired.

RCW 62A.2-701
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 Article.
[1965 ex.s. c 157 § 2-701.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-702 - Seller's remedies on discovery of buyer's insolvency.

RCW 62A.2-702
Seller's remedies on discovery of buyer's insolvency.
(1) Where the seller discovers the buyer to be insolvent, he or she may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this Article (RCW 62A.2-705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent, he or she may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten-day limitation does not apply. Except as provided in this subsection, the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3) The seller's right to reclaim under subsection (2) of this section is subject to the rights of a buyer in ordinary course or other good faith purchaser under this Article (RCW 62A.2-403). Successful reclamation of goods excludes all other remedies with respect to them.
[ 2013 c 23 § 161; 1981 c 41 § 4; 1965 ex.s. c 157 § 2-702. Subd. (1) cf. former RCW sections: (i) RCW 63.04.540(1)(b); 1925 ex.s. c 142 § 53; RRS § 5836-53. (ii) RCW 63.04.550(1)(c); 1925 ex.s. c 142 § 54; RRS § 5836-54. (iii) RCW 63.04.560; 1925 ex.s. c 142 § 55; RRS § 5836-55. (iv) RCW 63.04.580; 1925 ex.s. c 142 § 57; RRS § 5836-57. Subd. (3) cf. former RCW 63.04.755(3); 1925 ex.s. c 142 § 76; RRS § 5836-76; formerly RCW 63.04.010.]
NOTES:
Effective date—1981 c 41: See RCW 62A.11-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-703 - Seller's remedies in general.

RCW 62A.2-703
Seller's remedies in general.
Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (RCW 62A.2-612), then also with respect to the whole undelivered balance, the aggrieved seller may
(a) withhold delivery of such goods;
(b) stop delivery by any bailee as hereafter provided (RCW 62A.2-705);
(c) proceed under the next section respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (RCW 62A.2-706);
(e) recover damages for non-acceptance (RCW 62A.2-708) or in a proper case the price (RCW 62A.2-709);
(f) cancel.
[1965 ex.s. c 157 § 2-703. Cf. former RCW sections: (i) RCW 63.04.540; 1925 ex.s. c 142 § 53; RRS § 5836-53. (ii) RCW 63.04.620(1); 1925 ex.s. c 142 § 61; RRS § 5836-61.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-704 - Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

RCW 62A.2-704
Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
(1) An aggrieved seller under the preceding section may:
(a) Identify to the contract conforming goods not already identified if at the time he or she learned of the breach they are in his or her possession or control;
(b) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished, an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
[ 2013 c 23 § 162; 1965 ex.s. c 157 § 2-704. Cf. former RCW sections: (i) RCW 63.04.640(3); 1925 ex.s. c 142 § 63; RRS § 5836-63. (ii) RCW 63.04.650(4); 1925 ex.s. c 142 § 64; RRS § 5836-64.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-705 - Seller's stoppage of delivery in transit or otherwise.

RCW 62A.2-705
Seller's stoppage of delivery in transit or otherwise.
(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he or she discovers the buyer to be insolvent (RCW 62A.2-702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until:
(a) Receipt of the goods by the buyer; or
(b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d) Negotiation to the buyer of any negotiable document of title covering the goods.
(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
[ 2012 c 214 § 812; 2011 c 336 § 823; 1965 ex.s. c 157 § 2-705. Cf. former RCW sections: (i) RCW 22.04.100; 1913 c 99 § 9; RRS § 3595; prior: 1891 c 134 § 7. (ii) RCW 22.04.120; 1913 c 99 § 11; RRS § 3597; prior: 1886 p 121 § 7. (iii) RCW 22.04.500; 1913 c 99 § 49; RRS § 3635. (iv) RCW 63.04.580 through 63.04.600; 1925 ex.s. c 142 §§ 57 through 59; RRS §§ 5836-57 through 5836-59. (v) RCW 81.32.121, 81.32.141, and 81.32.421; 1961 c 14 §§ 81.32.121, 81.32.141, and 81.32.421; prior: 1915 c 159 §§ 12, 14, and 42; RRS §§ 3658, 3660, and 3688; formerly RCW 81.32.130, 81.32.160 and 81.32.510.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-706 - Seller's resale including contract for resale.

RCW 62A.2-706
Seller's resale including contract for resale.
(1) Under the conditions stated in RCW 62A.2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner, the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (RCW 62A.2-710), but less expenses saved in consequence of the buyer's breach.
(2) Except as otherwise provided in subsection (3) of this section or unless otherwise agreed, resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place, and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale, the seller must give the buyer reasonable notification of his or her intention to resell.
(4) Where the resale is at public sale:
(a) Only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b) It must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c) If the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d) The seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (RCW 62A.2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his or her security interest, as hereinafter defined (RCW 62A.2-711(3)).
[ 2013 c 23 § 163; 1967 c 114 § 13; 1965 ex.s. c 157 § 2-706. Cf. former RCW 63.04.610; 1925 ex.s. c 142 § 60; RRS § 5836-60.]
NOTES:
Emergency—Effective date—1967 c 114: See note following RCW 62A.4-406.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-707 - "Person in the position of a seller".

RCW 62A.2-707
"Person in the position of a seller".
(1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his or her principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this Article withhold or stop delivery (RCW 62A.2-705) and resell (RCW 62A.2-706) and recover incidental damages (RCW 62A.2-710).
[ 2013 c 23 § 164; 1965 ex.s. c 157 § 2-707. Cf. former RCW 63.04.530(2); 1925 ex.s. c 142 § 52; RRS § 5836-52.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-708 - Seller's damages for non-acceptance or repudiation.

RCW 62A.2-708
Seller's damages for non-acceptance or repudiation.
(1) Subject to subsection (2) and to the provisions of this Article with respect to proof of market price (RCW 62A.2-723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article (RCW 62A.2-710), but less expenses saved in consequence of the buyer's breach.
(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (RCW 62A.2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
[1965 ex.s. c 157 § 2-708. Cf. former RCW 63.04.650; 1925 ex.s. c 142 § 64; RRS § 5836-64.]