Term
| §2-712 "Cover"; Buyer's Procurement of Substitute Goods |
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Definition
(1) Buyer may cover by making REASONABLE cover K in good faith, without unreasonable delay. (can't judge reasonableness in HINDSIGHT- immaterial if cover K turns out not to be cheapest)
(2) Damages are difference between the cost of cover and the KP PLUS incidental or consequential damages as defined in § 2-715, but LESS expenses saved by breach.
(3) Failure of buyer to cover does not bar him from any other remedy. |
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Term
| §2-713 Buyer's Damages for Non-delivery or Repudiation (Anticipatory Repudiation) |
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Definition
(1) Damages for non-delivery or repudiation by the seller is difference between MP at time buyer LEARNED of breach and KP, plus any incidental and consequential damages, but less expenses saved. (2) MP determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival. |
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Term
| §2-718 Liquidation or Limitation of Damages, Deposits |
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Definition
(1) Damages may be liquidated if reasonable in light of anticipated or actual harm (2) As long as seller retains possession of goods, buyer DESPITE BREACH may have restitution of deposit LESS: (a) reasonable liquidated damages clause (b) 20% value of total performance or $500, whichever is less (c) OR offset by alternative daamges to SELLER, such as contemplated in §2-708 |
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Term
| §2-708: Seller’s damages for non-acceptance or repudiation: |
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Definition
| (1) Damages for breach by buyer is difference between MP at time and place for tender and unpaid KP, plus any incidental damages provided in Article §2-710, but less expenses saved by breach. SUBSTITUTE SALE. (2) If damages in (1) are inadequate to put seller in as good a position as performance (lost-volume seller), then profit (including reasonable overhead) which seller would have made from full performance, together with incidental damages (not attorneys fees), due allowance for costs incurred, and due credit for payments or proceeds of sale. ADDITIONAL SALE. |
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Term
| § 2-715 Buyer's Incidental and Consequential Damages |
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Definition
(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. |
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Term
| § 2-716 Buyer's Right to Specific Performance or Replevin |
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Definition
(1) Specific performance where goods are unique or in other proper circumstances
(2) Specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. |
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