(810 ILCS 5/Art. 2 Pt. 6 heading) PART 6.
BREACH, REPUDIATION AND EXCUSE
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(810 ILCS 5/2-601) (from Ch. 26, par. 2-601)
Sec. 2-601.
Buyer's rights on improper delivery.
Subject to the provisions of this Article on breach in installment
contracts (Section 2-612) and unless otherwise agreed under the sections
on contractual limitations of remedy (Sections 2-718 and 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 | ||
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(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-602) (from Ch. 26, par. 2-602)
Sec. 2-602.
Manner and effect of rightful rejection.
(1) Rejection of goods must be within a reasonable time after their
delivery or tender. It is ineffective unless the buyer seasonably notifies
the seller.
(2) Subject to the provisions of the two following sections on rejected
goods (Sections 2-603 and 2-604),
(a) after rejection any exercise of ownership by the | ||
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(b) if the buyer has before rejection taken physical | ||
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(c) the buyer has no further obligations with regard | ||
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(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 2-703).
(Source: Laws 1961, 1st S.S., p. 7 .)
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(810 ILCS 5/2-603) (from Ch. 26, par. 2-603)
Sec. 2-603.
Merchant buyer's duties as to rightfully rejected goods.
(1) Subject to any security interest in the buyer (subsection (3) of
Section 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% 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.
(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-604) (from Ch. 26, par. 2-604)
Sec. 2-604.
Buyer's options as to salvage of rightfully rejected goods.
Subject to the provisions of the immediately preceding section on
perishables if the seller gives no instructions within a reasonable time
after notification of rejection the buyer may store the rejected goods for
the seller's account or reship them to him or resell them for the seller's
account with reimbursement as provided in the preceding section. Such
action is not acceptance or conversion.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-605) (from Ch. 26, par. 2-605)
Sec. 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 | ||
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(b) between merchants when the seller has after | ||
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(2) Payment against documents made without reservation of rights
precludes recovery of the payment for defects apparent in
the
documents.
(Source: P.A. 95-895, eff. 1-1-09.)
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(810 ILCS 5/2-606) (from Ch. 26, par. 2-606)
Sec. 2-606.
What
constitutes acceptance of goods.
(1) Acceptance of goods occurs when the buyer
(a) after a reasonable opportunity to inspect the | ||
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(b) fails to make an effective rejection (subsection | ||
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(c) does any act inconsistent with the seller's | ||
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(2) Acceptance of a part of any commercial unit is acceptance of that
entire unit.
(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-607) (from Ch. 26, par. 2-607)
Sec. 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 non-conformity cannot be revoked
because of it unless the acceptance was on the reasonable assumption that
the non-conformity would be seasonably cured but acceptance does not of
itself impair any other remedy provided by this Article for non-conformity.
(3) Where a tender has been accepted
(a) the buyer must within a reasonable time after he | ||
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(b) if the claim is one for infringement or the like | ||
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(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 | ||
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(b) if the claim is one for infringement or the like | ||
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(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 2-312.
(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-608) (from Ch. 26, par. 2-608)
Sec. 2-608.
Revocation of acceptance in whole or in part.
(1) The buyer may revoke his acceptance of a lot or commercial unit
whose non-conformity substantially impairs its value to him if he has
accepted it
(a) on the reasonable assumption that its | ||
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(b) without discovery of such non-conformity if his | ||
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(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.
(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-609) (from Ch. 26, par. 2-609)
Sec. 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-610) (from Ch. 26, par. 2-610)
Sec. 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 | ||
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(b) resort to any remedy for breach (Section 2-703 or | ||
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(c) in either case suspend his own performance or | ||
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(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-611) (from Ch. 26, par. 2-611)
Sec. 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 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.
(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-612) (from Ch. 26, par. 2-612)
Sec. 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 non-conforming if the
non-conformity substantially impairs the value of that installment and
cannot be cured or if the non-conformity is a defect in the required
documents; but if the non-conformity does not fall within subsection (3)
and the seller gives adequate assurance of its cure the buyer must accept
that installment.
(3) Whenever non-conformity 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 non-conforming 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-613) (from Ch. 26, par. 2-613)
Sec. 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 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 | ||
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(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-614) (from Ch. 26, par. 2-614)
Sec. 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-615) (from Ch. 26, par. 2-615)
Sec. 2-615.
Excuse by failure of presupposed conditions.
Except so far as a seller may have assumed a greater obligation and
subject to the preceding section on substituted performance:
(a) Delay in delivery or non-delivery in whole or in | ||
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(b) Where the causes mentioned in paragraph (a) | ||
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(c) The seller must notify the buyer seasonably that | ||
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(Source: Laws 1961, p. 2101 .)
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(810 ILCS 5/2-616) (from Ch. 26, par. 2-616)
Sec. 2-616.
Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or
indefinite delay or an allocation justified under the preceding section
he 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 2-612), then also
as to the whole,
(a) terminate and thereby discharge any unexecuted | ||
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(b) modify the contract by agreeing to take his | ||
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(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 in so far as the seller has assumed a greater obligation under
the preceding section.
(Source: Laws 1961, p. 2101 .)
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