§ 6A-2-718 Liquidation or limitation ofdamages – Deposits. – (1) Damages for breach by either party may be liquidated in the agreement butonly at an amount which is reasonable in the light of the anticipated or actualharm caused by the breach, the difficulties of proof of loss, and theinconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Aterm fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goodsbecause of the buyer's breach, the buyer is entitled to restitution of anyamount by which the sum of his or her payment exceeds:
(a) The amount to which the seller is entitled by virtue ofterms liquidating the seller's damages in accordance with subsection (1), or
(b) In the absence of such terms, twenty per cent (20%) ofthe value of the total performance for which the buyer is obligated under thecontract or five hundred dollars ($500), whichever is smaller.
(3) The buyer's right to restitution under subsection (2) issubject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of thischapter other than subsection (1); and
(b) The amount or value of any benefits received by the buyerdirectly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods theirreasonable value or the proceeds of their resale shall be treated as paymentsfor the purposes of subsection (2); but if the seller has notice of the buyer'sbreach before reselling goods received in part performance, his or her resaleis subject to the conditions laid down in this chapter on resale by anaggrieved seller (§ 6A-2-706).
§ 6A-2-718 Liquidation or limitation ofdamages – Deposits. – (1) Damages for breach by either party may be liquidated in the agreement butonly at an amount which is reasonable in the light of the anticipated or actualharm caused by the breach, the difficulties of proof of loss, and theinconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Aterm fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goodsbecause of the buyer's breach, the buyer is entitled to restitution of anyamount by which the sum of his or her payment exceeds:
(a) The amount to which the seller is entitled by virtue ofterms liquidating the seller's damages in accordance with subsection (1), or
(b) In the absence of such terms, twenty per cent (20%) ofthe value of the total performance for which the buyer is obligated under thecontract or five hundred dollars ($500), whichever is smaller.
(3) The buyer's right to restitution under subsection (2) issubject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of thischapter other than subsection (1); and
(b) The amount or value of any benefits received by the buyerdirectly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods theirreasonable value or the proceeds of their resale shall be treated as paymentsfor the purposes of subsection (2); but if the seller has notice of the buyer'sbreach before reselling goods received in part performance, his or her resaleis subject to the conditions laid down in this chapter on resale by anaggrieved seller (§ 6A-2-706).
§ 6A-2-718 Liquidation or limitation ofdamages – Deposits. – (1) Damages for breach by either party may be liquidated in the agreement butonly at an amount which is reasonable in the light of the anticipated or actualharm caused by the breach, the difficulties of proof of loss, and theinconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Aterm fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goodsbecause of the buyer's breach, the buyer is entitled to restitution of anyamount by which the sum of his or her payment exceeds:
(a) The amount to which the seller is entitled by virtue ofterms liquidating the seller's damages in accordance with subsection (1), or
(b) In the absence of such terms, twenty per cent (20%) ofthe value of the total performance for which the buyer is obligated under thecontract or five hundred dollars ($500), whichever is smaller.
(3) The buyer's right to restitution under subsection (2) issubject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of thischapter other than subsection (1); and
(b) The amount or value of any benefits received by the buyerdirectly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods theirreasonable value or the proceeds of their resale shall be treated as paymentsfor the purposes of subsection (2); but if the seller has notice of the buyer'sbreach before reselling goods received in part performance, his or her resaleis subject to the conditions laid down in this chapter on resale by anaggrieved seller (§ 6A-2-706).
