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(810 ILCS 5/Art.
2 Pt. 7 heading)
PART
7. REMEDIES
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(810 ILCS 5/2-701) (from Ch. 26,
par. 2-701)
Sec. 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-702) (from Ch. 26,
par. 2-702)
Sec. 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 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 3 months before delivery
the 10 day limitation does not apply. Except as provided in this
subsection the seller may not base a right to reclaim goods on
the buyer's fraudulent or innocent misrepresentation of solvency
or of intent to pay.
(3) The seller's right to reclaim
under subsection (2) is subject to the rights of a buyer in ordinary
course or other good faith purchaser under this Article (Section
2-403). Successful reclamation of goods excludes all other
remedies with respect to them.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-703) (from Ch. 26, par. 2-703)
Sec. 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 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
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provided (Section 2-705);
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(c)
proceed under the next section respecting goods
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still unidentified to the contract;
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(d)
resell and recover damages as hereafter provided
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(e)
recover damages for non-acceptance (Section
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2-708) or in a proper case the
price (Section 2-709);
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(f)
cancel.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-704) (from Ch. 26, par. 2-704)
Sec. 2-704. Seller's right
to identify goods to the contract notwithstanding breach or
to salvage unfinished goods.
(1) An aggrieved seller under the
preceding section may
(a) identify
to the contract conforming goods not already identified if at
the time he 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-705) (from Ch. 26, par. 2-705)
Sec. 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 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 the document.
(d) A carrier
who has issued a non-negotiable bill of lading is not obliged
to obey a notification to stop received from a person other than
the consignor.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-706) (from Ch. 26, par. 2-706)
Sec. 2-706. Seller's resale
including contract for resale.
(1) Under the conditions stated
in Section 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
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 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 2-711.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-707) (from Ch. 26, par. 2-707)
Sec. 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 2--705) and resell (Section 2--706)
and recover incidental damages (Section 2--710).
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-708) (from Ch. 26, par. 2-708)
Sec. 2-708. Seller's damages
for non-acceptance or repudiation.
(1) Subject to subsection (2) and
to the provisions of this Article with respect to proof of market
price (Section 2--723), the measure of damages for
non-acceptance or repudiation by the buyer is the difference
between the market price at the time and place for tender and
the unpaid contract price together with any incidental damages
provided in this Article (Section 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
2-710), due allowance for costs reasonably incurred and
due credit for payments or proceeds of resale.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-709) (from Ch. 26, par. 2-709)
Sec. 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 the next Section, the price
(a) of
goods accepted or of conforming goods lost or
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damaged within a commercially reasonable
time after risk of their loss has passed to the
buyer; and
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(b)
of goods identified to the contract if the
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seller is unable after reasonable effort
to resell them at a reasonable price or the circumstances
reasonably indicate that such effort will be unavailing.
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(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 2-610), a seller
who is held not entitled to the price under this Section shall
nevertheless be awarded damages for non-acceptance under
the preceding Section.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-710) (from Ch. 26, par. 2-710)
Sec. 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-711) (from Ch. 26, par. 2-711)
Sec. 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 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 the next section
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as to all the goods affected whether
or not they have been identified to the contract;
or
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(b)
recover damages for non-delivery as provided in
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this Article (Section 2-713).
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(2) Where the
seller fails to deliver or repudiates the buyer may also
(a) if
the goods have been identified recover them
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as provided in this Article (Section
2-502); or
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(b)
in a proper case obtain specific performance or
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replevy the goods as provided in this
Article (Section 2-716).
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(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 2-706).
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-712) (from Ch. 26, par. 2-712)
Sec. 2-712. "Cover";
buyer's procurement of substitute goods.
(1) After a breach within the preceding
section 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 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-713) (from Ch. 26, par. 2-713)
Sec. 2-713. Buyer's damages
for non-delivery or repudiation.
(1) Subject to the provisions of
this Article with respect to proof of market price (Section 2--723),
the measure of damages for non-delivery 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 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-714) (from Ch. 26, par. 2-714)
Sec. 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 2--607
he may recover as damages for any non-conformity of tender
the loss resulting in the ordinary course of events from the
seller's breach as determined in any manner which is reasonable.
(2) The measure of damages for
breach of warranty is the difference at the time and place of
acceptance between the value of the goods accepted and the value
they would have had if they had been as warranted, unless special
circumstances show proximate damages of a different amount.
(3) In a proper case any incidental
and consequential damages under the next section may also be
recovered.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-715) (from Ch. 26, par. 2-715)
Sec. 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.
(Source: Laws 1961, 1st SS., p. 7.)
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(810 ILCS 5/2-716) (from Ch. 26, par. 2-716)
Sec. 2-716. Buyer's right
to specific performance or replevin.
(1) Specific performance may be
ordered where the goods are unique or in other proper circumstances.
(2) The judgment 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.
(Source: P.A. 91-893, eff. 7-1-01.)
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(810 ILCS 5/2-717) (from Ch. 26, par. 2-717)
Sec. 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-718) (from Ch. 26, par. 2-718)
Sec. 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% 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 2--706).
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-719) (from Ch. 26, par. 2-719)
Sec. 2-719. Contractual modification
or limitation of remedy.
(1) Subject to the provisions of
subsections (2) and (3) of this Section and of the preceding
section 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 non-conforming
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 Act.
(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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-720) (from Ch. 26, par. 2-720)
Sec. 2-720. Effect of "cancellation" or "recision" 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-721) (from Ch. 26, par. 2-721)
Sec. 2-721. Remedies for
fraud.
Remedies for material misrepresentation
or fraud include all remedies available under this Article for
non-fraudulent 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.
(Source: Laws 1961, p. 2101.)
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(810 ILCS 5/2-722) (from Ch. 26, par. 2-722)
Sec. 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 i
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