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seller that he has accepted them, or when the goods have been delivered to him and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.
SEC. 49. Acceptance does not Bar Action for Damages. In the absence of express or implied agreement of the parties, acceptance of the goods by the buyer shall not discharge the seller from liability in damages or other legal remedy for breach of any promise or warranty in the contract to sell or in the sale; but if, after acceptance of the goods, the buyer fails to give notice to the seller of the breach of any promise or warranty within a reasonable time after the buyer knows or ought to know of such breach, the seller shall not be liable therefor.
SEC. 50. Buyer is not Bound to Return Goods Wrongly Delivered. Unless otherwise agreed, where goods are delivered to the buyer and he refuses to accept them, having the right so to do, he is not bound to return them to the seller, but it is sufficient if he notifies the seller that he refuses to accept them.
SEC. 51. Buyer's Liability for Failing to Accept Delivery. When the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not, within a reasonable time after such request, take delivery of the goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods. If the neglect or refusal of the buyer to take delivery amounts to a repudiation or breach of the entire contract, the seller shall have the rights, against the goods and on the contract, hereinafter provided in favor of the seller when the buyer is in default.
RIGHTS OF UNPAID SELLER AGAINST THE GOODS.
SEC. 52. Definition of Unpaid Seller. The seller of goods is deemed to be an unpaid seller within the meaning of this act (a) when the whole of the price has not been paid or tendered, (b) when a bill of exchange or other negotiable instrument has been received as conditional payment, and the condition on which it was received has been broken by reason of the dishonor of the instrument, the insolvency of the buyer, or otherwise. In part IV of this act, the term "seller" includes an agent of the seller to whom the bill of lading has been indorsed, or a consignor or agent who has himself paid, or is directly responsible for the price, or any other person who is in the position of a seller.
SEC. 53. Remedies of an Unpaid Seller. Subject to the provisions of this act, notwithstanding that the property in the goods may have passed to the buyer, the unpaid seller of goods, as such, has (a) a lien on the goods or right to retain them for the price while he is in possession of them, (b) in case of the insolvency of the buyer, a right of stopping the goods in transitu after he has parted with the possession of them, (c) a right of resale as limited by this act, (d) a right to rescind the sale as limited by this act. Where the property in goods has not passed to the buyer, the unpaid seller has, in addition to his other remedies, a right of withholding delivery similar to and coextensive with his rights of lien and stoppage "in transitu" where the property has passed to buyer.
SEC. 54. When Right of Lien may be Exercised. Subject to the provisions of this act, the unpaid seller of goods who is in possession of said goods is enitled to retain such possession until payment or tender of the price in the following cases: (a) where the goods have been sold without any stipulation as to credit, (b) where the goods have been sold on credit, but the term of credit has expired, (c) where the buyer becomes insolvent. The seller may exercise his right of lien notwithstanding that he is in possession of the goods as agent or bailee for the buyer.
SEC. 55. Lien after Part Delivery. Where an unpaid seller has made part delivery of the goods, he may exercise his right of lien on the remainder unless such part delivery has been made under such circumstances as to show an intent to waive the lien or right of retention.
SEC. 56. When Lien is Lost. The unpaid seller of goods loses his lien thereon (a) when he delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer, without reserving the property in the goods or the right to the possession thereof, (b) when the buyer or his agent lawfully obtains possession of the goods, (c) by waiver thereof. The unpaid seller of goods, having a lien thereon, does not lose his lien by reason only that he has obtained judgment or decree for the price of the goods.
STOPPAGE IN TRANSITU.
SEC. 57. Seller may Stop Goods on Buyer's Insolvency. Subject to the provisions of this act, when the buyer of goods is or becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping the same in transitu, that is to say, he may resume possession of the goods at any time while they are in transit, and he will then become
entitled to the same rights in regard to said goods as he would have had if he had never parted with the possession.
SEC. 58. When Goods are in Transit. Goods are in transit within the meaning of section fifty-seven (a) from the time when they are delivered to a carrier by land or water, or other bailee for the purpose of transmission to the buyer, until the the buyer, or his agent in that behalf, takes delivery of them from such carrier or other bailee, (b) if the goods are rejected by the buyer, and the carrier or other bailee continues in possession of them, even if the seller has refused to receive them back. Goods are no longer in transit within the meaning of section fifty-seven (a) if the buyer, or his agent in that behalf, obtains delivery of the goods before their arrival at the appointed destination, (b) if, after the arrival of the goods at the appointed destination, the carrier or other bailee acknowledges to the buyer or his agent that he holds the goods on his behalf, and continues in possession of them as bailee for the buyer, or his agent; and it is immaterial that a further destination for the goods may have been indicated by the buyer, (c) if the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or his agent in that behalf. If goods are delivered to a ship chartered by the buyer, it is a question depending on the circumstances of the particular case whether the goods are in the possession of the master as a carrier or as agent of the buyer. If part delivery of the goods has been made to the buyer or his agent in that behalf, the remainder of the goods may be stopped in transitu, unless such part delivery has been made under such circumstances as to show an agreement with the buyer to give up possession of the whole of the goods.
SEC. 59. Exercise of the Right to Stop. The unpaid seller may exercise his right of stoppage in transitu either by obtaining actual possession of the goods or by giving notice of his claim to the carrier or other bailee in whose possession the goods are. Such notice may be given either to the person in actual possession of the goods or to his principal, but in the latter case the notice, to be effectual, must be given at such time and under such circumstances that the principal, by the exercise of reasonable diligence, may prevent a delivery to the buyer. When notice of stoppage in transitu is given by the seller to the carrier or other bailee in possession of the goods, he must redeliver the goods to, or according to the directions of, the seller, and the expenses of such redelivery must be borne by the seller. If, however, a negotiable document of title representing the goods has been issued by the carrier or other bailee, he shall not be obliged to deliver, or justified in delivering, the goods to the seller unless such document is first surrendered for cancellation.
SEC. 60. When and How Resale may be Made. Where the goods are of a perishable nature, or where the seller expressly reserves the right of resale in case the buyer should make default, or where the buyer has been in default in the payment of the price an unreasonable time, an unpaid seller having a right of lien or having stopped the goods in transitu may resell the goods, and he shall not thereafter be liable to the original buyer upon the contract to sell or the sale, or for any profit made by such resale, but may recover from the buyer damages for any loss occasioned by the breach of the contract or the sale. Where a resale is made, as authorized in this section, the buyer acquires a good title as against the original buyer. It is not essential to the validity of a resale that notice of an intention to resell the goods be given by the seller to the original buyer, but where the right to resell is not based on the perishable nature of the goods or upon an express provision of the contract or the sale, the giving or failure to give such notice shall be relevant in any issue involving the question whether the buyer had been in default an unreasonable time before the resale was made. It is not essential to the validity of a resale that notice of the time and place of such resale should be given by the seller to the original buyer. The seller is bound to exercise reasonable care and judgment in making a resale and, subject to this requirement, may make a resale either by public or private sale.
SEC. 61. When and How the Seller may Rescind the Sale. An unpaid seller having a right of lien or having stopped the goods in transitu may rescind the transfer of title and resume the property in the goods, provided he expressly reserved the right to do so in case the buyer should make default, or provided the buyer has been in default in the payment of the price an unreasonable time. The seller shall not thereafter be liable to the buyer upon the contract to sell or the sale, but may recover from the buyer damages for any loss occasioned by the breach of the contract or the sale. The transfer of title shall not be held to have been rescinded by an unpaid seller until he has manifested, by notice to the buyer or by some other overt act, an intention to rescind. It is not necessary that such overt act should be communicated to the buyer, but the giving or failure to give notice to the buyer of the intention to rescind shall be relevant in any issue involving the question whether the buyer had been in default an unreasonable time before the right of rescission was asserted.
SEC. 62. Effect of Sale of Goods subject to Lien or Stoppage in Transitu. Subject to the provisions of this act, the unpaid seller's right of lien or stoppage in transitu is not af
fected by any sale or other disposition of the goods which the buyer may have made, unless the seller has assented thereto. If, however, a negotiable document of title has been issued for goods, no seller's lien or right of stoppage in transitu shall defeat the right of any purchaser for value in good faith to whom such document has been negotiated, whether such negotiation be prior or subsequent to the notification to the carrier or other bailee who issued such document of the seller's claim to a lien or right of stoppage in transitu.
ACTIONS FOR BREACH OF THE CONTRACT.
SEC. 63. Action for the Price. Where, under a contract to sell or a sale, the property in the goods has passed to the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the contract or the sale, the seller may maintain an action against him for the price of the goods. Where, under a contract to sell or a sale, the price is payable on a day certain, irrespective of delivery or of transfer of title, and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain an action for the price although the property in the goods has not passed and the goods have not been appropriated to the contract; but it shall be a defense to such an action that the seller, at any time before judgment in such action, has manifested an inability on his part to perform the contract or the sale, or an intention not to perform it. Although the property in the goods has not passed, if they can not readily be resold for a reasonable price, and if the provisions of section sixty-four are not applicable, the seller may offer to deliver the goods to the buyer, and, if the buyer refuses to receive them, may notify the buyer that the goods are thereafter held by the seller as bailee for the buyer; and thereafter the seller may treat the goods as the buyer's and may maintain an action for the price.
SEC. 64. Action for Damages for Non-Acceptance of the Goods. Where the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against him for damages for non-acceptance. The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer's breach of contract. Where there is an available market for the goods in question, the measure of damages is, in the absence of special circumstances showing proximate damage of a greater amount, the difference between the contract price and the market or current price at the time or times when the goods ought to have