reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.505 - Seller's shipment under reservation.

402.505
Seller's shipment under reservation.
(1)
Where the seller has identified goods to the contract by or before shipment:
(a)
The seller's procurement of a negotiable bill of lading to the seller's own order or otherwise reserves in the seller a security interest in the goods. The seller's procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.
(b)
A nonnegotiable bill of lading to the seller or the seller's nominee reserves possession of the goods as security but except in a case of conditional delivery (s. 402.507 (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 s. 402.504 but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller's powers as a holder of a negotiable document of title.
History:  1991 a. 316; 2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.506 - Rights of financing agency.

402.506
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.
History:  2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.507 - Effect of seller's tender; delivery on condition.

402.507
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 the buyer's 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, the buyer's right as against the seller to retain or dispose of them is conditional upon the buyer's making the payment due.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.508 - Cure by seller of improper tender or delivery; replacement.

402.508
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 the seller's 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 the seller seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.509 - Risk of loss in the absence of breach.

402.509
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 the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (s. 402.505); but
(b)
If it does require the seller to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.
(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 the buyer's 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 the buyer's receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in s. 402.503 (4) (b).
(3)
In any case not within sub. (1) or (2), the risk of loss passes to the buyer on the buyer's receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.
(4)
The provisions of this section are subject to contrary agreement of the parties and to s. 402.327 on sale on approval and s. 402.510 on effect of breach on risk of loss.
History:  1991 a. 316; 2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.510 - Effect of breach on risk of loss.

402.510
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 the buyer may to the extent of any deficiency in the buyer's 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 the buyer, the seller may to the extent of any deficiency in the seller's effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.511 - Tender of payment by buyer; payment by check.

402.511
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 s. 403.310 on the effect of an instrument on an obligation, payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
History:  1995 a. 449.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.512 - Payment by buyer before inspection.

402.512
Payment by buyer before inspection.
(1)
Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:
(a)
The nonconformity appears without inspection; or
(b)
Despite tender of the required documents the circumstances would justify injunction against honor under s. 405.109 (2).
(2)
Payment pursuant to sub. (1) does not constitute an acceptance of goods or impair the buyer's right to inspect or any remedies available to the buyer.
History:  1991 a. 316; 2005 a. 213.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.513 - Buyer's right to inspection of goods.

402.513
Buyer's right to inspection of goods.
(1)
Unless otherwise agreed and subject to sub. (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)
Unless otherwise agreed, 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 s. 402.321 (3) on C.I.F. contracts, the buyer is not entitled to inspect the goods before payment of the price when the contract provides:
(a)
For delivery “C.O.D." or on other like terms; or
(b)
For payment against documents of title, except where such payment is due only after the goods are to become available for inspection.
(4)
A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.514 - When documents deliverable on acceptance; when on payment.

402.514
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 3 days after presentment; otherwise, only on payment.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.515 - Preserving evidence of goods in dispute.

402.515
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 3rd party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.
History:  2005 a. 253.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.601 - Buyer's rights on improper delivery.

402.601
Buyer's rights on improper delivery.
Subject to s. 402.612 on breach in installment contracts and unless otherwise agreed under ss. 402.718 and 402.719 on contractual limitations of remedy, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:
(1)
Reject the whole; or
(2)
Accept the whole; or
(3)
Accept any commercial unit or units and reject the rest.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.602 - Manner and effect of rightful rejection.

402.602
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 ss. 402.603 and 402.604 on rejected goods:
(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 the buyer does not have a security interest under s. 402.711 (3), the buyer is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but
(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 s. 402.703 on seller's remedies in general.
History:  1991 a. 316.
Section 402.608 (2) provides that a revocation of acceptance must occur within a reasonable time after the buyer discovers a nonconformity, and sub. (2) (b) requires a buyer who rejects goods to hold the goods for a sufficient time for the seller to remove them. A truck purchaser who used the vehicle for 18 months, then transferred it back to the dealer and sought relief ten months after the transfer did not reject the vehicle in a timely manner or hold it as required and was not entitled to relief. Smyser v. Western Star Trucks Corp., 2001 WI App 180, 247 Wis. 2d 281, 634 N.W.2d 134, 00-2482.
When a seller refused to accept a return of goods upon notice of breach by the buyer, and the buyer thereafter used the goods for three months, the buyer could not recover for breach of warranty. Concrete Equipment Co. v. William A. Smith Contracting Co., 358 F. Supp. 1137 (1973).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.603 - Merchant buyer's duties as to rightfully rejected goods.

402.603
Merchant buyer's duties as to rightfully rejected goods.
(1)
Subject to any security interest in the buyer (s. 402.711 (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 the merchant buyer's 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 sub. (1), the buyer is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding 10 percent of the gross proceeds.
(3)
In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages.
History:  1991 a. 316; 2009 a. 177.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.604 - Buyer's options as to salvage of rightfully rejected goods.

402.604
Buyer's options as to salvage of rightfully rejected goods.
Subject to s. 402.603 on perishables, if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller's account or reship them to the seller or resell them for the seller's account with reimbursement as provided in s. 402.603. Such action is not acceptance or conversion.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.605 - Waiver of buyer's objections by failure to particularize.

402.605
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 the buyer 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.
History:  1991 a. 316; 2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.606 - What constitutes acceptance of goods.

402.606
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 the buyer will take or retain them in spite of their nonconformity; or
(b)
Fails to make an effective rejection (s. 402.602 (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 the seller.
(2)
Acceptance of a part of any commercial unit is acceptance of that entire unit.
History:  1991 a. 316.
When a buyer accepts goods, the seller need not prove that the goods were not defective in an action to recover the purchase price. Central Soya Co. v. Epstein Fisheries, Inc., 676 F.2d 939 (1982).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.608 - Revocation of acceptance in whole or in part.

402.608
Revocation of acceptance in whole or in part.
(1)
The buyer may revoke the buyer's acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer 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 the buyer's 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 the buyer had rejected them.
History:  1991 a. 316.
Sub. (2) provides that a revocation of acceptance must occur within a reasonable time after the buyer discovers a nonconformity, and s. 402.602 (2) (b) requires a buyer who rejects goods to hold the goods for a sufficient time for the seller to remove them. A truck purchaser who used the vehicle for 18 months, then transferred it back to the dealer and sought relief ten months after the transfer did not reject the vehicle in a timely manner or hold it as required and was not entitled to relief. Smyser v. Western Star Trucks Corp., 2001 WI App 180, 247 Wis. 2d 281, 634 N.W.2d 134, 00-2482.
When the trial court found that the plaintiff's employees were told by the defendant that a part of a system purchased from the defendant would not work and there was no evidence presented at trial as to any further discussion of additional work, the plaintiff could not reasonably assume that the nonconformity would be cured, making revocation under subs. (1) (a) and (2) unavailable. Viking Packaging Technologies, Inc. v. Vassallo Foods, Inc., 2011 WI App 133, 337 Wis. 2d 125, 804 N.W.2d 507, 10-2067.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.609 - Right to adequate assurance of performance.

402.609
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 the demanding party receives such assurance may if commercially reasonable suspend any performance for which the demanding party has not already received the agreed return.
(2)
Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(3)
Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(4)
After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.610 - Anticipatory repudiation.

402.610
Anticipatory repudiation.
When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:
(1)
For a commercially reasonable time await performance by the repudiating party; or
(2)
Resort to any remedy for breach (ss. 402.703 or 402.711), even though the aggrieved party has notified the repudiating party that the aggrieved party would await the latter's performance and has urged retraction; and
(3)
In either case suspend the aggrieved party's performance of the contract or proceed in accordance with s. 402.704 on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
History:  1991 a. 316.
A party doesn't repudiate by asking for a contract modification, but, if a seller informs a buyer that the seller simply won't be able to perform at the promised time, that may qualify as a repudiation. In this case, the parties' contracts included estimated fulfillment dates, not strict deadlines. But the seller was still required to perform within a reasonable time, and the estimated dates provided a benchmark for determining what an unreasonable delay would be. If the seller's new projected fulfillment date was outside the scope of what would be a reasonable time for performance, that would qualify as repudiation. What constitutes a reasonable time under the circumstances is a question of fact. Oregon Potato Co. v. Kerry Inc., 575 F. Supp. 3d 1064 (2021).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.611 - Retraction of anticipatory repudiation.

402.611
Retraction of anticipatory repudiation.
(1)
Until the repudiating party's next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that the aggrieved party 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 s. 402.609.
(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.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.612 - “ Installment contract"; breach.

402.612
“ 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 sub. (3) and the seller gives adequate assurance of its cure the buyer must accept that installment.
(3)
Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole; but the aggrieved party reinstates the contract if the aggrieved party accepts a nonconforming installment without seasonably notifying of cancellation or if the aggrieved party brings an action with respect only to past installments or demands performance as to future installments.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.613 - Casualty to identified goods.

402.613
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 (s. 402.324) then:
(1)
If the loss is total the contract is avoided; and
(2)
If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at the buyer's option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.614 - Substituted performance.

402.614
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.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.615 - Excuse by failure of presupposed conditions.

402.615
Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and subject to s. 402.614 on substituted performance:
(1)
Delay in delivery or nondelivery in whole or in part by a seller who complies with subs. (2) and (3) is not a breach of the seller's duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.
(2)
Where the causes mentioned in sub. (1) affect only a part of the seller's capacity to perform, the seller must allocate production and deliveries among the seller's customers but may at the seller's option include regular customers not then under contract as well as the seller's own requirements for further manufacture. The seller may so allocate in 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 sub. (2), of the estimated quota thus made available for the buyer.
History:  1991 a. 316.
An impracticability defense requires a defendant to show three things: 1) a contingency occurred; 2) the contingency made performance impracticable; and 3) the nonoccurrence of that contingency was a basic assumption upon which the contract was made. The third element requires the defendant to show that its inability to perform is because of circumstances beyond the defendant's control and not within the defendant's ability to foresee. The question is whether the contingency should have been foreseen, not whether the defendant actually knew the problem was coming. Oregon Potato Co. v. Kerry Inc., 575 F. Supp. 3d 1064 (2021).
The impracticability defense is generally reserved for events caused by a third party or acts of nature, for example, war, embargo, local crop failure, loss of a supplier, fires, sickness, and death. Oregon Potato Co. v. Kerry Inc., 575 F. Supp. 3d 1064 (2021).
The Legal Domino Effect: COVID-19 & Contracts. Gegios & Duroni. Wis. Law. May 2020.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.616 - Procedure on notice claiming excuse.

402.616
Procedure on notice claiming excuse.
(1)
Where the buyer receives notification of a material or indefinite delay or an allocation justified under s. 402.615 the buyer 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 s. 402.612 relating to breach of installment contracts, 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 the buyer's available quota in substitution.
(2)
If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.702 - Seller's remedies on discovery of buyer's insolvency.

402.702
Seller's remedies on discovery of buyer's insolvency.
(1)
Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under s. 402.705.
(2)
Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within 3 months before delivery the 10-day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3)
The seller's right to reclaim under sub. (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser under s. 402.403. Successful reclamation of goods excludes all other remedies with respect to them.
History:  1991 a. 316.
A holder of a security interest in after-acquired collateral qualifies as a good faith purchaser under sub. (3). House of Stainless, Inc. v. Marshall & Ilsley Bank, 75 Wis. 2d 264, 249 N.W.2d 561 (1977).
When a bank, as the transferee of the seller, did not rely on a balance sheet that misrepresented the buyer's insolvency and had no knowledge of the facts prior to the sale or delivery, it could not exercise the seller's right of reclamation. Shapiro v. Union Bank & Savings Co., 458 F.2d 938 (1972).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.703 - Seller's remedies in general.

402.703
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 (s. 402.612), then also with respect to the whole undelivered balance, the aggrieved seller may:
(1)
Withhold delivery of such goods;
(2)
Stop delivery by any bailee as provided in s. 402.705;
(3)
Proceed under s. 402.704 respecting goods still unidentified to the contract;
(4)
Resell and recover damages as provided in s. 402.706;
(5)
Recover damages for nonacceptance (s. 402.708) or in a proper case the price (s. 402.709);
(6)
Cancel.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.704 - Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

402.704
Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
(1)
An aggrieved seller under s. 402.703 may:
(a)
Identify to the contract conforming goods not already identified if at the time the aggrieved seller learned of the breach those goods are in the aggrieved seller's 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.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.705 - Seller's stoppage of delivery in transit or otherwise.

402.705
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 the seller discovers the buyer to be insolvent (s. 402.702) 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.
History:  1983 a. 500 s. 43; 1991 a. 316; 2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.706 - Seller's resale including contract for resale.

402.706
Seller's resale including contract for resale.
(1)
Under the conditions stated in s. 402.703 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 s. 402.710, but less expenses saved in consequence of the buyer's breach.
(2)
Except as otherwise provided in sub. (3) 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 the seller's 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 (s. 402.707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of that person's security interest, as defined in s. 402.711 (3).
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.707 - “ Person in the position of a seller".

402.707
“ 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 the agent's 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 chapter withhold or stop delivery (s. 402.705) and resell (s. 402.706) and recover incidental damages (s. 402.710).
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.708 - Seller's damages for nonacceptance or repudiation.

402.708
Seller's damages for nonacceptance or repudiation.
(1)
Subject to sub. (2) and to s. 402.723 with respect to proof of market price the measure of damages for nonacceptance 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 s. 402.710, but less expenses saved in consequence of the buyer's breach.
(2)
If the measure of damages provided in sub. (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 s. 402.710, due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.709 - Action for the price.

402.709
Action for the price.
(1)
When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under s. 402.710, the price:
(a)
Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b)
Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2)
Where the seller sues for the price the seller must hold for the buyer any goods which have been identified to the contract and are still in the seller's control except that if resale becomes possible the seller may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles the buyer to any goods not resold.
(3)
After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (s. 402.610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under s. 402.708.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.710 - Seller's incidental damages.

402.710
Seller's incidental damages.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.711 - Buyer's remedies in general; buyer's security interest in rejected goods.

402.711
Buyer's remedies in general; buyer's security interest in rejected goods.
(1)
Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (s. 402.612), the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much of the price as has been paid:
(a)
“Cover" and have damages under s. 402.712 as to all the goods affected whether or not they have been identified to the contract; or
(b)
Recover damages for nondelivery as provided in s. 402.713.
(2)
Where the seller fails to deliver or repudiates the buyer may also:
(a)
If the goods have been identified recover them as provided in s. 402.502; or
(b)
In a proper case obtain specific performance or replevy the goods as provided in s. 402.716.
(3)
On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in the buyer's possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (s. 402.706).
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.712 - “ Cover"; buyer's procurement of substitute goods.

402.712
“ Cover"; buyer's procurement of substitute goods.
(1)
After a breach within s. 402.711 the buyer may “cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2)
The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as defined in s. 402.715, but less expenses saved in consequence of the seller's breach.
(3)
Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.
History:  1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.713 - Buyer's damages for nondelivery or repudiation.

402.713
Buyer's damages for nondelivery or repudiation.
(1)
Subject to s. 402.723 with respect to proof of market price, the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in s. 402.715, but less expenses saved in consequence of the seller's breach.
(2)
Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.714 - Buyer's damages for breach in regard to accepted goods.

402.714
Buyer's damages for breach in regard to accepted goods.
(1)
Where the buyer has accepted goods and given notification (s. 402.607 (3)) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(2)
The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3)
In a proper case any incidental and consequential damages under s. 402.715 may also be recovered.
History:  1991 a. 316.
The economic loss doctrine, when it applies, bars recovery in tort for damages resulting from a product not performing as intended, including damages to the product itself or economic losses caused by the defective product. The economic loss doctrine does not bar the recovery of damages for injury to persons or other property resulting from a defective product; in fact s. 402.715 (2) (b) specifically allows it when caused by a breach of warranty. City of Stoughton v. Thomasson Lumber Co., 2004 WI App 6, 269 Wis. 2d 339, 675 N.W.2d 487, 02-2192.
The measure of damages when a buyer alleges that a product was defective and not worth what was paid for it at the time of acceptance is the difference between the warranted value of the product and its actual value at the time and place of acceptance. The “special circumstances" clause of sub. (2) does not completely bar a breach of warranty claim because the defective product was used for a period of time and later resold for more than its fair market value. However, the price of the defective product upon resale may be relevant as circumstantial evidence of the actual value of the product in its defective condition at the time and place of acceptance. Mayberry v. Volkswagen of America, Inc., 2005 WI 13, 278 Wis. 2d 39, 692 N.W.2d 226, 03-1621.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.715 - Buyer's incidental and consequential damages.

402.715
Buyer's incidental and consequential damages.
(1)
Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2)
Consequential damages resulting from the seller's breach include:
(a)
Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b)
Injury to person or property proximately resulting from any breach of warranty.
Litigation expenses are not recoverable under this section. Murray v. Holiday Rambler, Inc., 83 Wis. 2d 406, 265 N.W.2d 513 (1978).
Interest charges are proper incidental damages. A punitive damages award was upheld. Owens v. Meyer Sales Co., 129 Wis. 2d 491, 385 N.W.2d 234 (Ct. App. 1986).
The economic loss doctrine, when it applies, bars recovery in tort for damages resulting from a product not performing as intended, including damages to the product itself or economic losses caused by the defective product. The economic loss doctrine does not bar the recovery of damages for injury to persons or other property resulting from a defective product; in fact sub. (2) (b) specifically allows it when caused by a breach of warranty. City of Stoughton v. Thomasson Lumber Co., 2004 WI App 6, 269 Wis. 2d 339, 675 N.W.2d 487, 02-2192.
Discussing damages. Afram Export Corp. v. Metallurgiki Halyps, S.A., 772 F.2d 1358 (1985).