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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-505/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-505 - Seller's Shipment Under Reservation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-505 - Seller's Shipment Under Reservation.
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Section 7-2-505
Seller's shipment under reservation.
(1) Where the seller has identified goods to the contract by or before shipment:
(a) His procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods. His procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller's expectation of transferring that interest to the person named.
(b) A nonnegotiable bill of lading to himself or his nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of Section 7-2-507) 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 Section 7-2-504, 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.
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-506/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-506 - Rights of Financing Agency.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-506 - Rights of Financing Agency.
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Section 7-2-506
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.
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-507/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-507 - Effect of Seller's Tender; Delivery on Condition.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-507 - Effect of Seller's Tender; Delivery on Condition.
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Section 7-2-507
Effect of seller's tender; delivery on condition.
(1) Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-508/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-508 - Cure by Seller of Improper Tender or Delivery; Replacement.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-508 - Cure by Seller of Improper Tender or Delivery; Replacement.
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Section 7-2-508
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 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 seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-509/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-509 - Risk of Loss in the Absence of Breach.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-509 - Risk of Loss in the Absence of Breach.
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Section 7-2-509
Risk of loss in the absence of breach.
(1) Where the contract requires or authorizes the seller to ship the goods by carrier:
(a) If it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (Section 7-2-505); but
(b) If it does require him to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.
(2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:
(a) On his receipt of possession or control of a negotiable document of title covering the goods; or
(b) On acknowledgment by the bailee of the buyer's right to possession of the goods; or
(c) After his receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in subsection (4)(b) of Section 7-2-503.
(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.
(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this article on sale on approval (Section 7-2-327) and on effect of breach on risk of loss (Section 7-2-510).
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-510/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-510 - Effect of Breach on Risk of Loss.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-510 - Effect of Breach on Risk of Loss.
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Section 7-2-510
Effect of breach on risk of loss.
(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.
(2) Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.
(3) Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-511/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-511 - Tender of Payment by Buyer; Payment by Check.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-511 - Tender of Payment by Buyer; Payment by Check.
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Section 7-2-511
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 (Section 7-3-310), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.
(Acts 1965, No. 549, p. 811; Acts 1995, No. 95-668, p. 1381, §4.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-512/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-512 - Payment by Buyer Before Inspection.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-512 - Payment by Buyer Before Inspection.
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Section 7-2-512
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 this title (Section 7-5-109(b)).
(2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyer's right to inspect or any of his remedies.
(Acts 1965, No. 549, p. 811; Acts 1997, No. 97-702, p. 1427, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-513/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-513 - Buyer's Right to Inspection of Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-513 - Buyer's Right to Inspection of Goods.
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Section 7-2-513
Buyer's right to inspection of goods.
(1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.
(2) Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.
(3) Unless otherwise agreed and subject to the provisions of this article on C.I.F. contracts (subsection (3) of Section 7-2-321), 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-514/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-514 - When Documents Deliverable on Acceptance; When on Payment.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-514 - When Documents Deliverable on Acceptance; When on Payment.
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Section 7-2-514
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-5/section-7-2-515/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 5 - Performance.›Section 7-2-515 - Preserving Evidence of Goods in Dispute.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 5 - Performance. › Section 7-2-515 - Preserving Evidence of Goods in Dispute.
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Section 7-2-515
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-601/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-601 - Buyer's Rights on Improper Delivery.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-601 - Buyer's Rights on Improper Delivery.
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Section 7-2-601
Buyer's rights on improper delivery.
Subject to the provisions of this article on breach in installment contracts (Section 7-2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 7-2-718 and 7-2-719), 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-602/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-602 - Manner and Effect of Rightful Rejection.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-602 - Manner and Effect of Rightful Rejection.
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Section 7-2-602
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 Sections 7-2-603 and 7-2-604 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 he does not have a security interest under the provisions of this article (subsection (3) of Section 7-2-711), he is under a duty after rejection to hold them with reasonable care at the seller's disposition for a time sufficient to permit the seller to remove them; but
(c) The buyer has no further obligations with regard to goods rightfully rejected.
(3) The seller's rights with respect to goods wrongfully rejected are governed by the provisions of this article on seller's remedies in general (Section 7-2-703).
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-603/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-603 - Merchant Buyer's Duties as to Rightfully Rejected Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-603 - Merchant Buyer's Duties as to Rightfully Rejected Goods.
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Section 7-2-603
Merchant buyer's duties as to rightfully rejected goods.
(1) Subject to any security interest in the buyer (subsection (3) of Section 7-2-711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller's account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.
(2) When the buyer sells goods under subsection (1), he is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding 10 percent 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-604/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-604 - Buyer's Options as to Salvage of Rightfully Rejected Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-604 - Buyer's Options as to Salvage of Rightfully Rejected Goods.
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Section 7-2-604
Buyer's options as to salvage of rightfully rejected goods.
Subject to the provisions of Section 7-2-603 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 him or resell them for the seller's account with reimbursement as provided in Section 7-2-603. Such action is not acceptance or conversion.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-605/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-605 - Waiver of Buyer's Objections by Failure to Particularize.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-605 - Waiver of Buyer's Objections by Failure to Particularize.
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Section 7-2-605
Waiver of buyer's objections by failure to particularize.
(1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach:
(a) Where the seller could have cured it if stated seasonably; or
(b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.
(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-606/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-606 - What Constitutes Acceptance of Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-606 - What Constitutes Acceptance of Goods.
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Section 7-2-606
What constitutes acceptance of goods.
(1) "Acceptance" of goods occurs when the buyer:
(a) After a reasonable opportunity to inspect the goods, signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or
(b) Fails to make an effective rejection (subsection (1) of Section 7-2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) Does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-607/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-607 - Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Accept...
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-607 - Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.
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Section 7-2-607
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 discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and
(b) If the claim is one for infringement or the like (subsection (3) of Section 7-2-312) and the buyer is sued as a result of such a breach, he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(4) The burden is on the buyer to establish any breach with respect to the goods accepted.
(5) Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over:
(a) He may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound.
(b) If the claim is one for infringement or the like (subsection (3) of Section 7-2-312) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control, the buyer is so barred.
(6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection (3) of Section 7-2-312).
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-608/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-608 - Revocation of Acceptance in Whole or in Part.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-608 - Revocation of Acceptance in Whole or in Part.
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Section 7-2-608
Revocation of acceptance in whole or in part.
(1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it:
(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 acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller's assurances.
(2) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.
(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-609/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-609 - Right to Adequate Assurance of Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-609 - Right to Adequate Assurance of Performance.
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Section 7-2-609
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 receives such assurance may if commercially reasonable suspend any performance for which he 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-610/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-610 - Anticipatory Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-610 - Anticipatory Repudiation.
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Section 7-2-610
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 (Section 7-2-703 or Section 7-2-711), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and
(c) In either case suspend his 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 (Section 7-2-704).
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-611/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-611 - Retraction of Anticipatory Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-611 - Retraction of Anticipatory Repudiation.
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Section 7-2-611
Retraction of anticipatory repudiation.
(1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.
(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 (Section 7-2-609).
(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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-612/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-612 - "Installment Contract"; Breach.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-612 - "Installment Contract"; Breach.
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Section 7-2-612
"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) 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 accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-613/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-613 - Casualty to Identified Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-613 - Casualty to Identified Goods.
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Section 7-2-613
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 (Section 7-2-324) 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 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-615/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-615 - Excuse by Failure of Presupposed Conditions.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-615 - Excuse by Failure of Presupposed Conditions.
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Section 7-2-615
Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and subject to Section 7-2-614 on substituted performance:
(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the 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 paragraph (a) affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.
(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-614/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-614 - Substituted Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-614 - Substituted Performance.
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Section 7-2-614
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-6/section-7-2-616/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 6 - Breach, Repudiation, and Excuse.›Section 7-2-616 - Procedure on Notice Claiming Excuse.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 6 - Breach, Repudiation, and Excuse. › Section 7-2-616 - Procedure on Notice Claiming Excuse.
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Section 7-2-616
Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under Section 7-2-615, he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts (Section 7-2-612), 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 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.
(3) The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under Section 7-2-615.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-701/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-701 - Remedies for Breach of Collateral Contracts Not Impaired.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-701 - Remedies for Breach of Collateral Contracts Not Impaired.
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Section 7-2-701
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-702/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-702 - Seller's Remedies on Discovery of Buyer's Insolvency.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-702 - Seller's Remedies on Discovery of Buyer's Insolvency.
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Section 7-2-702
Seller's remedies on discovery of buyer's insolvency.
(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash, including payment for all goods theretofore delivered under the contract, and stop delivery under this article (Section 7-2-705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he 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 three 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 subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this article (Section 7-2-403). Successful reclamation of goods excludes all other remedies with respect to them.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-703/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-703 - Seller's Remedies in General.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-703 - Seller's Remedies in General.
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Section 7-2-703
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 (Section 7-2-612), 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 (Section 7-2-705);
(c) Proceed under Section 7-2-704 respecting goods still unidentified to the contract;
(d) Resell and recover damages as hereafter provided (Section 7-2-706);
(e) Recover damages for nonacceptance (Section 7-2-708) or in a proper case the price (Section 7-2-709);
(f) Cancel.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-704/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-704 - Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salv...
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-704 - Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.
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Section 7-2-704
Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
(1) An aggrieved seller under Section 7-2-703 may:
(a) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-705/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-705 - Seller's Stoppage of Delivery in Transit or Otherwise.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-705 - Seller's Stoppage of Delivery in Transit or Otherwise.
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Section 7-2-705
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 discovers the buyer to be insolvent (Section 7-2-702) 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 warehouseman; 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.
(Acts 1965, No. 549, p. 811; Act 2004-315, p. 464, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-706/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-706 - Seller's Resale Including Contract for Resale.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-706 - Seller's Resale Including Contract for Resale.
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Section 7-2-706
Seller's resale including contract for resale.
(1) Under the conditions stated in Section 7-2-703 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 (Section 7-2-710), but less expenses saved in consequence of the buyer's breach.
(2) Except as otherwise provided in subsection (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 his 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 (Section 7-2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of Section 7-2-711).
(Acts 1965, No. 549, p. 811.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-707 - "Person in the Position of a seller."
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-707 - "Person in the Position of a seller."
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Section 7-2-707
"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 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 (Section 7-2-705) and resell (Section 7-2-706) and recover incidental damages (Section 7-2-710).
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-708/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-708 - Seller's Damages for Nonacceptance or Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-708 - Seller's Damages for Nonacceptance or Repudiation.
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Section 7-2-708
Seller's damages for nonacceptance or repudiation.
(1) Subject to subsection (2) and to the provisions of this article with respect to proof of market price (Section 7-2-723), 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 this article (Section 7-2-710), 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 (Section 7-2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
(Acts 1965, No. 549, p. 811.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-709 - Action for the Price.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-709 - Action for the Price.
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Section 7-2-709
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 Section 7-2-710, 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 he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he 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 him 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 (Section 7-2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under Section 7-2-708.
(Acts 1965, No. 549, p. 811.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-710 - Seller's Incidental Damages.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-710 - Seller's Incidental Damages.
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Section 7-2-710
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-711/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-711 - Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-711 - Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods.
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Section 7-2-711
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 (Section 7-2-612), the buyer may cancel, and whether or not he has done so may, in addition to recovering so much of the price as has been paid:
(a) "Cover" and have damages under Section 7-2-712 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 this article (Section 7-2-713).
(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 this article (Section 7-2-502); or
(b) In a proper case obtain specific performance or replevy the goods as provided in this article (Section 7-2-716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his 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 (Section 7-2-706).
(Acts 1965, No. 549, p. 811.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-712 - "Cover"; Buyer's Procurement of Substitute Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-712 - "Cover"; Buyer's Procurement of Substitute Goods.
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Section 7-2-712
"Cover"; buyer's procurement of substitute goods.
(1) After a breach within Section 7-2-711, 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 hereinafter defined (Section 7-2-715), 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 him from any other remedy.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-713/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-713 - Buyer's Damages for Nondelivery or Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-713 - Buyer's Damages for Nondelivery or Repudiation.
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Section 7-2-713
Buyer's damages for nondelivery or repudiation.
(1) Subject to the provisions of this article with respect to proof of market price (Section 7-2-723), 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 this article (Section 7-2-715), 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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-714/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-714 - Buyer's Damages for Breach in Regard to Accepted Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-714 - Buyer's Damages for Breach in Regard to Accepted Goods.
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Section 7-2-714
Buyer's damages for breach in regard to accepted goods.
(1) Where the buyer has accepted goods and given notification (subsection (3) of Section 7-2-607) he 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, and nothing in this section shall be construed so as to limit the seller's liability for damages for injury to the person in the case of consumer goods. Damages in an action for injury to the person include those damages ordinarily allowable in such actions at law.
(3) In a proper case any incidental and consequential damages under Section 7-2-715 may also be recovered.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-715/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-715 - Buyer's Incidental and Consequential Damages.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-715 - Buyer's Incidental and Consequential Damages.
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Section 7-2-715
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.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-716/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-716 - Buyer's Right to Specific Performance or Replevin.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-716 - Buyer's Right to Specific Performance or Replevin.
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Section 7-2-716
Buyer's right to specific performance or replevin.
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for 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 identified to the contract 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. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(Acts 1965, No. 549, p. 811; Act 2001-481, p. 647, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-717/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-717 - Deduction of Damages From the Price.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-717 - Deduction of Damages From the Price.
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Section 7-2-717
Deduction of damages from the price.
The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-718/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-718 - Liquidation or Limitation of Damages; Deposits.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-718 - Liquidation or Limitation of Damages; Deposits.
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Section 7-2-718
Liquidation or limitation of damages; deposits.
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds:
(a) The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection (1), or
(b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer's right to restitution under subsection (2) is subject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of this article other than subsection (1), and
(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods, their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this article on resale by an aggrieved seller (Section 7-2-706).
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-719/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-719 - Contractual Modification or Limitation of Remedy.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-719 - Contractual Modification or Limitation of Remedy.
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Section 7-2-719
Contractual modification or limitation of remedy.
(1) Subject to the provisions of subsections (2) and (3) of this section and of Section 7-2-718 on liquidation and limitation of damages:
(a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this title.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
(4) Nothing in this section or in Section 7-2-718 shall be construed so as to limit the seller's liability for damages for injury to the person in the case of consumer goods.
(Acts 1965, No. 549, p. 811.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-720 - Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-720 - Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach.
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Section 7-2-720
Effect of "cancellation" or "rescission" on claims for antecedent breach.
Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-721/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-721 - Remedies for Fraud.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-721 - Remedies for Fraud.
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Section 7-2-721
Remedies for fraud.
Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-722/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-722 - Who Can Sue Third Parties for Injury to Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-722 - Who Can Sue Third Parties for Injury to Goods.
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Section 7-2-722
Who can sue third parties for injury to goods.
Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
(a) A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) Either party may with the consent of the other sue for the benefit of whom it may concern.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-723/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-723 - Proof of Market Price: Time and Place.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-723 - Proof of Market Price: Time and Place.
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Section 7-2-723
Proof of market price: Time and place.
(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Section 7-2-708 or Section 7-2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this article offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-724/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-724 - Admissibility of Market Quotations.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-724 - Admissibility of Market Quotations.
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Section 7-2-724
Admissibility of market quotations.
Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2/part-7/section-7-2-725/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2 - Sales.›Part 7 - Remedies.›Section 7-2-725 - Statute of Limitations in Contracts for Sale.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2 - Sales. › Part 7 - Remedies. › Section 7-2-725 - Statute of Limitations in Contracts for Sale.
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Section 7-2-725
Statute of limitations in contracts for sale.
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party's lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered; however, a cause of action for damages for injury to the person in the case of consumer goods shall accrue when the injury occurs.
(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before midnight, December 31, 1966.
(Acts 1965, No. 549, p. 811.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-1/section-7-2a-101/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-101 - Short Title.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-101 - Short Title.
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Section 7-2A-101
Short title.
This article shall be known and may be cited as the Uniform Commercial Code - Leases.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §101.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-1/section-7-2a-102/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-102 - Scope.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-102 - Scope.
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Section 7-2A-102
Scope.
This article applies to any transaction, regardless of form, that creates a lease, as defined in Section 7-2A-103(1)(j).
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §102.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-103 - Definitions and Index of Definitions.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-103 - Definitions and Index of Definitions.
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Section 7-2A-103
Definitions and index of definitions.
(1) In this article unless the context otherwise requires:
(a) "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. "Buying" may be for cash or by exchange of other property or on secured or unsecured credit and includes receiving goods or documents of title under a pre-existing contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.
(b) "Cancellation" occurs when either party puts an end to the lease contract for default by the other party.
(c) "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.
(d) "Conforming" goods or performance under a lease contract means goods or performance that are in accordance with the obligations under the lease contract.
(e) "Consumer lease" means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose, if the total payments to be made under the lease contract, excluding payments for options to renew or buy, do not exceed $100,000.
(f) "Fault" means wrongful act, omission, breach, or default.
(g) "Finance lease" means a lease with respect to which:
(i) the lessor does not select, manufacture, or supply the goods;
(ii) the lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and
(iii) one of the following occurs:
(A) the lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;
(B) the lessee's approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;
(C) the lease contract or a separate accurate and complete statement delivered to the lessee discloses in writing (a) all express warranties and other rights provided to the lessee by the lessor and the supplier in connection with the lease contract (b) that there are no other express warranties or rights provided to the lessee by the lessor or the supplier in connection with the lease contract, and (c) in a consumer lease, any waiver, disclaimer, or other negation of express or implied warranties and any limitation or modification of remedy or liquidation of damages for breach of those warranties or other rights of the lessee in a manner as provided in this article or in Article 2, as applicable; or
(D) the lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the supplier, unless the lessee has selected the supplier and directed the lessor to purchase the goods from the supplier, (b) that the lessee is entitled under this article to all warranties and other rights provided to the lessee by the supplier in connection with the lease contract, and (c) to contact the supplier to receive an accurate and complete statement from the supplier of any such express warranties and other rights and any disclaimers or limitations of them or of remedies.
(h) "Goods" means all things that are movable at the time of identification to the lease contract, or are fixtures (Section 7-2A-309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.
(i) "Installment lease contract" means a lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause "each delivery is a separate lease" or its equivalent.
(j) "Lease" means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.
(k) "Lease agreement" means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this article. Unless the context clearly indicates otherwise, the term includes a sublease agreement.
(l) "Lease contract" means the total legal obligation that results from the lease agreement as affected by this article and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.
(m) "Leasehold interest" means the interest of the lessor or the lessee under a lease contract.
(n) "Lessee" means a person who acquires the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.
(o) "Lessee in ordinary course of business" means a person who in good faith and without knowledge that the lease to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. "Leasing" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a preexisting lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.
(p) "Lessor" means a person who transfers the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.
(q) "Lessor's residual interest" means the lessor's interest in the goods after expiration, termination, or cancellation of the lease contract.
(r) "Lien" means a charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.
(s) "Lot" means a parcel or a single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.
(t) "Merchant lessee" means a lessee that is a merchant with respect to goods of the kind subject to the lease.
(u) "Present value" means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by the court as a matter of law as a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.
(v) "Purchase" includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.
(w) "Sublease" means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.
(x) "Supplier" means a person from whom a lessor buys or leases goods to be leased under a finance lease.
(y) "Supply contract" means a contract under which a lessor buys or leases goods to be leased.
(z) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.
(2) Other definitions applying to this article and the sections in which they appear are:
"Accessions." Section 7-2A-310(1).
"Construction mortgage." Section 7-2A-309(1)(d).
"Encumbrance." Section 7-2A-309(1)(e).
"Fixtures." Section 7-2A-309(1)(a).
"Fixture filing." Section 7-2A-309(1)(b).
"Purchase money lease." Section 7-2A-309(1)(c).
(3) The following definitions in sections of the Code of Alabama 1975, apply to this article:
"Account." Section 7-9A-102(a)(2).
"Between merchants." Section 7-2-104(3).
"Buyer." Section 7-2-103(1)(a).
"Chattel paper." Section 7-9A-102(a)(11).
"Consumer goods." Section 7-9A-102(a)(23).
"Document." Section 7-9A-102(a)(30).
"Entrusting." Section 7-2-403(3).
"General intangible." Section 7-9A-102(a)(42).
"Good faith." Section 7-2-103(1)(b).
"Instrument." Section 7-9A-102(a)(47).
"Merchant." Section 7-2-104(1).
"Mortgage." Section 7-9A-102(a)(55).
"Pursuant to commitment." Section 7-9A-102(a)(68).
"Receipt." Section 7-2-103(1)(c).
"Sale." Section 7-2-106(1).
"Sale on approval." Section 7-2-326.
"Sale or return." Section 7-2-326.
"Seller." Section 7-2-103(1)(d).
(4) In addition, Section 7-1-201 contains general definitions and principles of construction and interpretation applicable throughout this article.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §103; Act 2001-481, p. 647, §2; Act 2004-315, p. 464, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-104 - Leases Subject to Other Statutes.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-104 - Leases Subject to Other Statutes.
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Section 7-2A-104
Leases subject to other statutes.
(1) A lease, although subject to this article, is also subject to any applicable:
(a) certificate of title statute of this state;
(b) certificate of title statute of another jurisdiction (Section 7-2A-105); or
(c) consumer protection statute of this state.
(2) In case of conflict between this article, other than Sections 7-2A-105, 7-2A-304(3), and 7-2A-305(3), and any statute referred to in subsection (1), the provisions of that statute control.
(3) Failure to comply with any applicable statute has only the effect specified therein.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §104.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-105 - Territorial Application of Article to Goods Covered by Certificate of Title.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-105 - Territorial Application of Article to Goods Covered by Certificate of Title.
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Section 7-2A-105
Territorial application of article to goods covered by certificate of title.
Subject to the provisions of Sections 7-2A-304(3) and 7-2A-305(3), with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of (a) surrender of the certificate, or (b) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §105.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-106 - Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Jud...
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-106 - Limitation on Power of Parties to Consumer Lease to Choose Applicable Law and Judicial Forum.
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Section 7-2A-106
Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
(1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which
(a) the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter,
(b) the goods are to be used, or
(c) the lease is executed by the lessee, the choice is not enforceable.
(2) If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §106.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-107 - Waiver or Renunciation of Claim or Right After Default.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-107 - Waiver or Renunciation of Claim or Right After Default.
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Section 7-2A-107
Waiver or renunciation of claim or right after default.
Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §107.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-108 - Unconscionability.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-108 - Unconscionability.
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Section 7-2A-108
Unconscionability.
(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) Before making a finding of unconscionability under subsection (1), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §108.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 1 - General Provisions.›Section 7-2A-109 - Option to Accelerate at Will.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 1 - General Provisions. › Section 7-2A-109 - Option to Accelerate at Will.
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Section 7-2A-109
Option to accelerate at will.
(1) A term providing that one party or his or her successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he or she deems himself or herself insecure" or in words of similar import must be construed to mean that he or she has power to do so only if he or she in good faith believes that the prospect of payment or performance is impaired.
(2) With respect to a consumer lease, the burden of establishing good faith under subsection (1) is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §109.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-201 - Statute of Frauds.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-201 - Statute of Frauds.
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Section 7-2A-201
Statute of frauds.
(1) A lease contract is not enforceable by way of action or defense unless:
(a) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or
(b) there is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(2) Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b), whether or not it is specific, if it reasonably identifies what is described.
(3) A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (1)(b) beyond the lease term and the quantity of goods shown in the writing.
(4) A lease contract that does not satisfy the requirements of subsection (1), but which is valid in other respects, is enforceable:
(a) if the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;
(b) if the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods that have been received and accepted by the lessee.
(5) The lease term under a lease contract referred to in subsection (4) is:
(a) if there is a writing signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term, the term so specified;
(b) if the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court a lease term, the term so admitted; or
(c) a reasonable lease term.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §201.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-202 - Final Written Expression: Parol or Extrinsic Evidence.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-202 - Final Written Expression: Parol or Extrinsic Evidence.
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Section 7-2A-202
Final written expression: parol or extrinsic evidence.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of dealing or usage of trade or by course of performance; and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §202.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-203 - Seals Inoperative.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-203 - Seals Inoperative.
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Section 7-2A-203
Seals inoperative.
The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §203.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-204 - Formation in General.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-204 - Formation in General.
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Section 7-2A-204
Formation in general.
(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.
(2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
(3) Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §204.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-205 - Firm Offers.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-205 - Firm Offers.
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Section 7-2A-205
Firm offers.
An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the period of irrevocability exceed 3 months. Any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §205.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-206 - Offer and Acceptance in Formation of Lease Contract.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-206 - Offer and Acceptance in Formation of Lease Contract.
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Section 7-2A-206
Offer and acceptance in formation of lease contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
(2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §206.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-207 - Course of Performance or Practical Construction.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-207 - Course of Performance or Practical Construction.
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Section 7-2A-207
Course of performance or practical construction.
Repealed by Act 2004-524, p. 1070, §3, effective January 1, 2005.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §207.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-208 - Modification, Rescission and Waiver.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-208 - Modification, Rescission and Waiver.
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Section 7-2A-208
Modification, rescission and waiver.
(1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a form supplied by a merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this article (Section 7-2A-201) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2), it may operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of a lease contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §208.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-209 - Lessee Under Finance Lease as Beneficiary of Supply Contract.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-209 - Lessee Under Finance Lease as Beneficiary of Supply Contract.
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Section 7-2A-209
Lessee under finance lease as beneficiary of supply contract.
(1) The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee's leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.
(2) The extension of the benefit of a supplier's promises and of warranties to the lessee (Section 7-2A-209(1)) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.
(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.
(4) In addition to the extension of the benefit of the supplier's promises and of warranties to the lessee under subsection (1), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §209.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-210 - Express Warranties.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-210 - Express Warranties.
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Section 7-2A-210
Express warranties.
(1) Express warranties by the lessor are created as follows:
(a) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods will conform to the description.
(c) Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods will conform to the sample or model.
(2) It is not necessary to the creation of an express warranty that the lessor use formal words, such as "warrant" or "guarantee," or that the lessor have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the lessor's opinion or commendation of the goods does not create a warranty.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §210.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-211 - Warranties Against Interference and Against Infringement; Lessee's Obligation Aga...
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-211 - Warranties Against Interference and Against Infringement; Lessee's Obligation Against Infringement.
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Section 7-2A-211
Warranties against interference and against infringement; lessee's obligation against infringement.
(1) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of the lessor, other than a claim by way of infringement or the like, which will interfere with the lessee's enjoyment of its leasehold interest.
(2) Except in a finance lease there is in a lease contract by a lessor who is a merchant regularly dealing in goods of the kind a warranty that the goods are delivered free of the rightful claim of any person by way of infringement or the like.
(3) A lessee who furnishes specifications to a lessor or a supplier shall hold the lessor and the supplier harmless against any claim by way of infringement or the like that arises out of compliance with the specifications.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §211.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-212 - Implied Warranty of Merchantability.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-212 - Implied Warranty of Merchantability.
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Section 7-2A-212
Implied warranty of merchantability.
(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind.
(2) Goods to be merchantable must be at least such as
(a) pass without objection in the trade under the description in the lease agreement;
(b) in the case of fungible goods, are of fair average quality within the description;
(c) are fit for the ordinary purposes for which goods of that type are used;
(d) run, within the variation permitted by the lease agreement, of even kind, quality, and quantity within each unit and among all units involved;
(e) are adequately contained, packaged, and labeled as the lease agreement may require; and
(f) conform to any promises or affirmations of fact made on the container or label.
(3) Other implied warranties may arise from course of dealing or usage of trade.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §212.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-213 - Implied Warranty of Fitness for Particular Purpose.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-213 - Implied Warranty of Fitness for Particular Purpose.
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Section 7-2A-213
Implied warranty of fitness for particular purpose.
Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the lease contract an implied warranty that the goods will be fit for that purpose.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §213.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-214 - Exclusion or Modification of Warranties.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-214 - Exclusion or Modification of Warranties.
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Section 7-2A-214
Exclusion or modification of warranties.
(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of Section 7-2A-202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.
(2) Subject to subsection (3):
(a) to exclude or modify the implied warranty of "merchantability," or any part of it the language must mention merchantability, be by a writing, and be conspicuous. Language to exclude the implied warranty of merchantability is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be merchantable."
(b) to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, "There is no warranty that the goods will be fit for a particular purpose."
(3) Notwithstanding subsection (2), but subject to subsection (4),
(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like "as is," or "with all faults," or by other language that in common understanding calls the lessee's attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;
(b) if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and
(c) an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.
(4) To exclude or modify a warranty against interference or against infringement (Section 7-2A-211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
(5) Nothing in subsection (2) or subsection (3)(a) or in Section 7-2A-215 shall be construed so as to limit or expand the lessor's liability for damages for injury to the person in the case of consumer goods.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §214.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-215 - Cumulation and Conflict of Warranties Express or Implied.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-215 - Cumulation and Conflict of Warranties Express or Implied.
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Section 7-2A-215
Cumulation and conflict of warranties express or implied.
Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention the following rules apply:
(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b) A sample from an existing bulk displaces inconsistent general language of description.
(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §215.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-216 - Third-Party Beneficiaries of Express and Implied Warranties.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-216 - Third-Party Beneficiaries of Express and Implied Warranties.
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Section 7-2A-216
Third-party beneficiaries of express and implied warranties.
(1) A warranty to or for the benefit of a lessee under this article, whether express or implied, extends to any natural person who may reasonably be expected to use, consume, or be affected by the goods and who is injured in person by breach of the warranty.
(2) This section does not displace principles of law and equity that extend a warranty to or for the benefit of a lessee to other persons.
(3) The operation of this section may not be excluded, modified, or limited, but an exclusion, modification, or limitation of the warranty, including any with respect to rights and remedies, effective against the lessee is also effective against any person referred to in subsections (1) and (2) of this section.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §216.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-217 - Identification.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-217 - Identification.
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Section 7-2A-217
Identification.
Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs:
(a) when the lease contract is made if the lease contract is for a lease of goods that are existing and identified;
(b) when the goods are shipped, marked, or otherwise designated by the lessor as goods to which the lease contract refers, if the lease contract is for a lease of goods that are not existing and identified; or
(c) when the young are conceived, if the lease contract is for a lease of unborn young of animals.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §217.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-218 - Insurance and Proceeds.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-218 - Insurance and Proceeds.
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Section 7-2A-218
Insurance and proceeds.
(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them.
(2) If a lessee has an insurable interest only by reason of the lessor's identification of the goods, the lessor, until the lessor's default or insolvency or notification to the lessee that identification is final, may substitute other goods for those identified.
(3) Notwithstanding a lessee's insurable interest under subsections (1) and (2), the lessor retains an insurable interest until an option to buy has been exercised by the lessee and risk of loss has passed to the lessee. For this purpose the option to buy shall be deemed to have been exercised by the lessee when the resulting sale is closed, not when the lessee gives notice to the lessor of the lessee's intention to exercise the option.
(4) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.
(5) The parties by agreement may determine that one or more parties have an obligation to obtain and pay for insurance covering the goods and by agreement may determine the beneficiary of the proceeds of the insurance.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §218.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-219 - Risk of Loss.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-219 - Risk of Loss.
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Section 7-2A-219
Risk of loss.
(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.
(2) Subject to the provisions of this article on the effect of default on risk of loss (Section 7-2A-220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:
(a) If the lease contract requires or authorizes the goods to be shipped by carrier
(i) and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but
(ii) if it does require delivery 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 lessee when the goods are there duly so tendered as to enable the lessee to take delivery.
(b) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee's right to possession of the goods.
(c) In any case not within subsection (a) or (b), the risk of loss passes to the lessee on the lessee's receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §219.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-220 - Effect of Default on Risk of Loss.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-220 - Effect of Default on Risk of Loss.
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Section 7-2A-220
Effect of default on risk of loss.
(1) Where risk of loss is to pass to the lessee and the time of passage is not stated:
(a) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease, the supplier, until cure or acceptance.
(b) If the lessee rightfully revokes acceptance, he or she, to the extent of any deficiency in his or her effective insurance coverage, may treat the risk of loss as having remained with the lessor from the beginning.
(2) Whether or not risk of loss is to pass to the lessee, if the lessee as to conforming goods already identified to a lease contract repudiates or is otherwise in default under the lease contract, the lessor, or, in the case of a finance lease, the supplier, to the extent of any deficiency in his or her effective insurance coverage may treat the risk of loss as resting on the lessee for a commercially reasonable time.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §220.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 2 - Formation and Construction of Lease Contract.›Section 7-2A-221 - Casualty to Identified Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 2 - Formation and Construction of Lease Contract. › Section 7-2A-221 - Casualty to Identified Goods.
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Section 7-2A-221
Casualty to identified goods.
If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreement or Section 7-2A-219, then:
(a) if the loss is total, the lease contract is voided; and
(b) if the loss is partial or the goods have so deteriorated as to no longer conform to the lease contract, the lessee may nevertheless demand inspection and at his or her option either treat the lease contract as voided or, except in a finance lease, accept the goods with due allowance from the rent payable for the balance of the lease term for the deterioration or the deficiency in quantity but without further right against the lessor.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §221.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-301 - Enforceability of Lease Contract.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-301 - Enforceability of Lease Contract.
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Section 7-2A-301
Enforceability of lease contract.
Except as otherwise provided in this article, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the goods and against creditors of the parties.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §301.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-302 - Title to and Possession of Goods.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-302 - Title to and Possession of Goods.
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Section 7-2A-302
Title to and possession of goods.
Except as otherwise provided in this article, each provision of this article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that possession or the absence of possession is fraudulent.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §302.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-303 - Alienability of Interests, Transfer of Rights, Etc.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-303 - Alienability of Interests, Transfer of Rights, Etc.
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Section 7-2A-303
Alienability of interests, transfer of rights, etc.
(1) As used in this section, "creation of a security interest" includes the sale of a lease contract that is subject to Article 9A, Secured Transactions, by reason of Section 7-9A-109(a)(3).
(2) Except as provided in subsection (3) and Section 7-9A-407, a provision in a lease agreement which (i) prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation, or enforcement of a security interest, or attachment, levy, or other judicial process, of an interest of a party under the lease contract or of the lessor's residual interest in the goods, or (ii) makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection (4), but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.
(3) A provision in a lease agreement which (i) prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor's due performance of the transferor's entire obligation, or (ii) makes such a transfer an event of default, is not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract within the purview of subsection (4).
(4) Subject to subsection (3) and Section 7-9A-407:
(a) if a transfer is made which is made an event of default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in Section 7-2A-501(2);
(b) if paragraph (a) is not applicable and if a transfer is made that (i) is prohibited under a lease agreement or (ii) materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, (i) the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.
(5) A transfer of "the lease" or of "all my rights under the lease," or a transfer in similar general terms, is a transfer of rights and, unless the language or the circumstances, as in a transfer for security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.
(6) Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.
(7) In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §303; Act 2001-481, p. 647, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-304 - Subsequent Lease of Goods by Lessor.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-304 - Subsequent Lease of Goods by Lessor.
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Section 7-2A-304
Subsequent lease of goods by lessor.
(1) Subject to Section 7-2A-303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (2) and Section 7-2A-527(4), takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:
(a) the lessor's transferor was deceived as to the identity of the lessor;
(b) the delivery was in exchange for a check which is later dishonored;
(c) it was agreed that the transaction was to be a "cash sale"; or
(d) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor's and the existing lessee's rights to the goods, and takes free of the existing lease contract.
(3) A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §304.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-305 - Sale or Sublease of Goods by Lessee.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-305 - Sale or Sublease of Goods by Lessee.
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Section 7-2A-305
Sale or sublease of goods by lessee.
(1) Subject to the provisions of Section 7-2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except as provided in subsection (2) and Section 7-2A-511(4), takes subject to the existing lease contract. A lessee with a voidable leasehold interest has power to transfer a good leasehold interest to a good faith buyer for value or a good faith sublessee for value, but only to the extent set forth in the preceding sentence. When goods have been delivered under a transaction of lease the lessee has that power even though:
(a) the lessor was deceived as to the identity of the lessee;
(b) the delivery was in exchange for a check which is later dishonored; or
(c) the delivery was procured through fraud punishable as larcenous under the criminal law.
(2) A buyer in the ordinary course of business or a sublessee in the ordinary course of business from a lessee who is a merchant dealing in goods of that kind to whom the goods were entrusted by the lessor obtains, to the extent of the interest transferred, all of the lessor's and lessee's rights to the goods, and takes free of the existing lease contract.
(3) A buyer or sublessee from the lessee of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this state or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §305.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-306 - Priority of Certain Liens Arising by Operation of Law.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-306 - Priority of Certain Liens Arising by Operation of Law.
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Section 7-2A-306
Priority of certain liens arising by operation of law.
If a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this article unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §306.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-307 - Priority Over Lease Contract.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-307 - Priority Over Lease Contract.
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Section 7-2A-307
Priority over lease contract.
(1) Except as otherwise provided in Section 7-2A-306, a creditor of a lessee takes subject to the lease contract.
(2) Except as otherwise provided in subsection (3) and in Sections 7-2A-306 and 7-2A-308, a creditor of a lessor takes subject to the lease contract unless the creditor holds a lien that attached to the goods before the lease contract became enforceable.
(3) Except as otherwise provided in Sections 7-9A-317, 7-9A-321, and 7-9A-323, a lessee takes a leasehold interest subject to a security interest held by a creditor of the lessor.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §307; Act 2001-481, p. 647, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-308 - Special Rights of Creditors.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-308 - Special Rights of Creditors.
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Section 7-2A-308
Special rights of creditors.
(1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and current course of trade by the lessor for a commercially reasonable time after the lease contract becomes enforceable is not fraudulent.
(2) Nothing in this article impairs the rights of creditors of a lessor if the lease contract is made under circumstances which under any statute or rule of law apart from this article would constitute the transaction a fraudulent transfer or voidable preference.
(3) A creditor of a seller may treat a sale or an identification of goods to a contract for sale as void if as against the creditor retention of possession by the seller is fraudulent under any statute or rule of law, but retention of possession of the goods pursuant to a lease contract entered into by the seller as lessee and the buyer as lessor in connection with the sale or identification of the goods is not fraudulent if the buyer bought for value and in good faith.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §308.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-309 - Lessor's and Lessee's Rights When Goods Become Fixtures.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-309 - Lessor's and Lessee's Rights When Goods Become Fixtures.
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Section 7-2A-309
Lessor's and lessee's rights when goods become fixtures.
(1) In this section:
(a) goods are "fixtures" when they become so related to particular real estate that an interest in them arises under real estate law;
(b) a "fixture filing" is the filing, in the office where a record of a mortgage on the real estate would be filed or recorded, of a financing statement covering goods that are or are to become fixtures and conforming to the requirements of Section 7-9A-502(a) and (b);
(c) a lease is a "purchase money lease" unless the lessee has possession or use of the goods or the right to possession or use of the goods before the lease agreement is enforceable;
(d) a mortgage is a "construction mortgage" to the extent it secures an obligation incurred for the construction of an improvement on land including the acquisition cost of the land, if the recorded writing so indicates; and
(e) "encumbrance" includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests.
(2) Under this article a lease may be of goods that are fixtures or may continue in goods that become fixtures, but no lease exists under this article of ordinary building materials incorporated into an improvement on land.
(3) This article does not prevent creation of a lease of fixtures pursuant to real estate law.
(4) The perfected interest of a lessor of fixtures has priority over a conflicting interest of an encumbrancer or owner of the real estate if:
(a) the lease is a purchase money lease, the conflicting interest of the encumbrancer or owner arises before the goods become fixtures, the interest of the lessor is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter, and the lessee has an interest of record in the real estate or is in possession of the real estate; or
(b) the interest of the lessor is perfected by a fixture filing before the interest of the encumbrancer or owner is of record, the lessor's interest has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner, and the lessee has an interest of record in the real estate or is in possession of the real estate.
(5) The interest of a lessor of fixtures, whether or not perfected, has priority over the conflicting interest of an encumbrancer or owner of the real estate if:
(a) the fixtures are readily removable factory or office machines, readily removable equipment that is not primarily used or leased for use in the operation of the real estate, or readily removable replacements of domestic appliances that are goods subject to a consumer lease, and before the goods become fixtures the lease contract is enforceable; or
(b) the conflicting interest is a lien on the real estate obtained by legal or equitable proceedings after the lease contract is enforceable; or
(c) the encumbrancer or owner has consented in writing to the lease or has disclaimed an interest in the goods as fixtures; or
(d) the lessee has a right to remove the goods as against the encumbrancer or owner. If the lessee's right to remove terminates, the priority of the interest of the lessor continues for a reasonable time.
(6) Notwithstanding subsection (4)(a) but otherwise subject to subsections (4) and (5), the interest of a lessor of fixtures, including the lessor's residual interest, is subordinate to the conflicting interest of an encumbrancer of the real estate under a construction mortgage recorded before the goods become fixtures if the goods become fixtures before the completion of the construction. To the extent given to refinance a construction mortgage, the conflicting interest of an encumbrancer of the real estate under a mortgage has this priority to the same extent as the encumbrancer of the real estate under the construction mortgage.
(7) In cases not within the preceding subsections, priority between the interest of a lessor of fixtures, including the lessor's residual interest, and the conflicting interest of an encumbrancer or owner of the real estate who is not the lessee is determined by the priority rules governing conflicting interests in real estate.
(8) If the interest of a lessor of fixtures, including the lessor's residual interest, has priority over all conflicting interests of all owners and encumbrancers of the real estate, the lessor or the lessee may (i) on default, expiration, termination, or cancellation of the lease agreement but subject to the lease agreement and this article, or (ii) if necessary to enforce other rights and remedies of the lessor or lessee under this article, remove the goods from the real estate, free and clear of all conflicting interests of all owners and encumbrancers of the real estate, but the lessor or lessee must reimburse any encumbrancer or owner of the real estate who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury, but not for any diminution in value of the real estate caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
(9) Even though the lease agreement does not create a security interest, the interest of a lessor of fixtures, including the lessor's residual interest, is perfected by filing a financing statement as a fixture filing for leased goods that are or are to become fixtures in accordance with the relevant provisions of the Uniform Commercial Code on Secured Transactions (Article 9A, Title 7).
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §309; Act 2001-481, p. 647, §2.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-3/section-7-2a-310/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-310 - Lessor's and Lessee's Rights When Goods Become Accessions.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-310 - Lessor's and Lessee's Rights When Goods Become Accessions.
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Section 7-2A-310
Lessor's and lessee's rights when goods become accessions.
(1) Goods are "accessions" when they are installed in or affixed to other goods.
(2) The interest of a lessor or a lessee under a lease contract entered into before the goods became accessions is superior to all interests in the whole except as stated in subsection (4).
(3) The interest of a lessor or a lessee under a lease contract entered into at the time or after the goods became accessions is superior to all subsequently acquired interests in the whole except as stated in subsection (4) but is subordinate to interests in the whole existing at the time the lease contract was made unless the holders of such interests in the whole have in writing consented to the lease or disclaimed an interest in the goods as part of the whole.
(4) The interest of a lessor or a lessee under a lease contract described in subsection (2) or (3) is subordinate to the interest of
(a) a buyer in the ordinary course of business or a lessee in the ordinary course of business of any interest in the whole acquired after the goods became accessions; or
(b) a creditor with a security interest in the whole perfected before the lease contract was made to the extent that the creditor makes subsequent advances without knowledge of the lease contract.
(5) When under subsections (2) or (3) and (4) a lessor or a lessee of accessions holds an interest that is superior to all interests in the whole, the lessor or the lessee may (a) on default, expiration, termination, or cancellation of the lease contract by the other party but subject to the provisions of the lease contract and this article, or (b) if necessary to enforce his or her other rights and remedies under this article, remove the goods from the whole, free and clear of all interests in the whole, but he or she must reimburse any holder of an interest in the whole who is not the lessee and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the party seeking removal gives adequate security for the performance of this obligation.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §310.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-3/section-7-2a-311/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 3 - Effect of Lease Contract.›Section 7-2A-311 - Priority Subject to Subordination.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 3 - Effect of Lease Contract. › Section 7-2A-311 - Priority Subject to Subordination.
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Section 7-2A-311
Priority subject to subordination.
Nothing in this article prevents subordination by agreement by any person entitled to priority.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §311.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-401/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-401 - Insecurity: Adequate Assurance of Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-401 - Insecurity: Adequate Assurance of Performance.
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Section 7-2A-401
Insecurity: Adequate assurance of performance.
(1) A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.
(2) If reasonable grounds for insecurity arise with respect to the performance of either party, the insecure party may demand in writing adequate assurance of due performance. Until the insecure party receives that assurance, if commercially reasonable the insecure party may suspend any performance for which he or she has not already received the agreed return.
(3) A repudiation of the lease contract occurs if assurance of due performance adequate under the circumstances of the particular case is not provided to the insecure party within a reasonable time, not to exceed 30 days after receipt of the demand by the other party.
(4) Between merchants, the reasonableness of grounds for insecurity and the adequacy of any assurance offered must be determined according to commercial standards.
(5) Acceptance of any nonconforming delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §401.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-402/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-402 - Anticipatory Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-402 - Anticipatory Repudiation.
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Section 7-2A-402
Anticipatory repudiation.
(1) If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:
(a) for a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;
(b) make demand pursuant to Section 7-2A-401 and await assurance of future performance adequate under the circumstances of the particular case; or
(c) resort to any right or remedy upon default under the lease contract or this article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party's performance and assurance and has urged retraction.
(2) In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this article on the lessor's right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (Section 7-2A-524).
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §402.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-403/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-403 - Retraction of Anticipatory Repudiation.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-403 - Retraction of Anticipatory Repudiation.
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Section 7-2A-403
Retraction of anticipatory repudiation.
(1) Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the lease contract or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the repudiation final.
(2) Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under Section 7-2A-401.
(3) Retraction reinstates a repudiating party's rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §403.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-404/
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AL
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-404 - Substituted Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-404 - Substituted Performance.
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Section 7-2A-404
Substituted performance.
(1) If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable, but a commercially reasonable substitute is available, the substitute performance must be tendered and accepted.
(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation:
(a) the lessor may withhold or stop delivery or cause the supplier to withhold or stop delivery unless the lessee provides a means or manner of payment that is commercially a substantial equivalent; and
(b) if delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the lessee's obligation unless the regulation is discriminatory, oppressive, or predatory.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §404.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-405/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-405 - Excused Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-405 - Excused Performance.
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Section 7-2A-405
Excused performance.
Subject to Section 7-2A-404 on substituted performance, the following rules apply:
(a) Delay in delivery or nondelivery in whole or in part by a lessor or a supplier who complies with paragraphs (b) and (c) is not a default under the lease contract 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 lease contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not the regulation or order later proves to be invalid.
(b) If the causes mentioned in paragraph (a) affect only part of the lessor's or the supplier's capacity to perform, he or she shall allocate production and deliveries among his or her customers but at his or her option may include regular customers not then under contract for sale or lease as well as his or her own requirements for further manufacture. He or she may so allocate in any manner that is fair and reasonable.
(c) The lessor seasonably shall notify the lessee and in the case of a finance lease the supplier seasonably shall notify the lessor and the lessee, if known, that there will be delay or nondelivery and, if allocation is required under paragraph (b), of the estimated quota thus made available for the lessee.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §405.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-406/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-406 - Procedure on Excused Performance.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-406 - Procedure on Excused Performance.
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Section 7-2A-406
Procedure on excused performance.
(1) If the lessee receives notification of a material or indefinite delay or an allocation justified under Section 7-2A-405, the lessee may by written notification to the lessor as to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (Section 7-2A-510):
(a) terminate the lease contract (Section 7-2A-505(2)); or
(b) except in a finance lease, modify the lease contract by accepting the available quota in substitution, with due allowance from the rent payable for the balance of the lease term for the deficiency but without further right against the lessor.
(2) If, after receipt of a notification from the lessor under Section 7-2A-405, the lessee fails so to modify the lease agreement within a reasonable time not exceeding 30 days, the lease contract lapses with respect to any deliveries affected.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §406.)
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https://law.justia.com/codes/alabama/title-7/article-2a/part-4/section-7-2a-407/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 7 - Commercial Code.›Article 2A - Leases.›Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused.›Section 7-2A-407 - Irrevocable Promises: Finance Leases.
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2023 Code of Alabama › Title 7 - Commercial Code. › Article 2A - Leases. › Part 4 - Performance of Lease Contract: Repudiated, Substituted and Excused. › Section 7-2A-407 - Irrevocable Promises: Finance Leases.
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Section 7-2A-407
Irrevocable promises: Finance leases.
(1) In the case of a finance lease that is not a consumer lease the lessee's promises under the lease contract become irrevocable and independent upon the lessee's acceptance of the goods.
(2) A promise that has become irrevocable and independent under subsection (1):
(a) is effective and enforceable between the parties, and by or against third parties including assignees of the parties; and
(b) is not subject to cancellation, termination, modification, repudiation, excuse, or substitution without the consent of the party to whom the promise runs.
(3) This section does not affect the validity under any other law of a covenant in any lease contract making the lessee's promises irrevocable and independent upon the lessee's acceptance of the goods.
(Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §407.)
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