2-607 - Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.

Section 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 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 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 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 2--312).