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7-2-327
Section 7-2-327 Special incidents of sale on approval and sale or return. (1) Under a sale
on approval unless otherwise agreed: (a) Although the goods are identified to the contract
the risk of loss and the title do not pass to the buyer until acceptance; and (b) Use of the
goods consistent with the purpose of trial is not acceptance but failure seasonably to notify
the seller of election to return the goods is acceptance, and if the goods conform to the
contract acceptance of any part is acceptance of the whole; and (c) After due notification
of election to return, the return is at the seller's risk and expense, but a merchant buyer
must follow any reasonable instructions. (2) Under a sale or return unless otherwise agreed:
(a) The option to return extends to the whole or any commercial unit of the goods while in
substantially their original condition, but must be exercised seasonably; and (b) The return
is at the buyer's risk and expense. (Acts 1965, No. 549, p. 811.)...
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7-2-607
Section 7-2-607 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 nonconformity cannot be revoked
because of it unless the acceptance was on the reasonable assumption that the nonconformity
would be seasonably cured, but acceptance does not of itself impair any other remedy provided
by this article for nonconformity. (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 7-2-312) and the buyer is sued as a result of such
a breach, he must so notify the seller within a reasonable time after he...
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7-2-712
Section 7-2-712 "Cover"; buyer's procurement of substitute goods. (1) After a breach
within Section 7-2-711, 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 7-2-715), 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. (Acts 1965, No. 549, p. 811.)...
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7-9A-320
Section 7-9A-320 Buyer of goods; Alabama Farmers Credit Protection Fund. (a) Buyer in ordinary
course of business. Except as otherwise provided in subsection (e), a buyer in ordinary course
of business, other than a person buying farm products from a person engaged in farming operations,
takes free of a security interest created by the buyer's seller, even if the security interest
is perfected and the buyer knows of its existence. (b) Buyer of consumer goods. Except as
otherwise provided in subsection (e), a buyer of goods from a person who used or bought the
goods for use primarily for personal, family, or household purposes takes free of a security
interest, even if perfected, if the buyer buys: (1) without knowledge of the security interest;
(2) for value; (3) primarily for the buyer's personal, family, or household purposes; and
(4) before the filing of a financing statement covering the goods. (c) Effectiveness of filing
for subsection (b). To the extent that it affects the...
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10A-1-6.24
Section 10A-1-6.24 Advancement of expenses. (a) An enterprise may pay or reimburse reasonable
expenses incurred by a governing person, former governing person, or delegate that was, is,
or is threatened to be made a respondent in a proceeding in advance of the final disposition
of the proceeding without making the determinations required under Section 10A-1-6.21(a) after
the enterprise receives: (1) written affirmation by the person of the person's good faith
belief that the person has met the standard of conduct necessary for indemnification under
this article; and (2) written undertaking by or on behalf of the person to repay the amount
paid or reimbursed if the final determination is that the person has not met that standard
or that indemnification is prohibited by Section 10A-1-6.22. (b) A provision in the governing
documents of the enterprise, a resolution of the owners, members, or governing authority,
or an agreement that requires the payment or reimbursement permitted under...
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7-2-513
Section 7-2-513 Buyer's right to inspection of goods. (1) Unless otherwise agreed and subject
to subsection (3), where goods are tendered or delivered or identified to the contract for
sale, the buyer has a right before payment or acceptance to inspect them at any reasonable
place and time and in any reasonable manner. When the seller is required or authorized to
send the goods to the buyer, the inspection may be after their arrival. (2) Expenses of inspection
must be borne by the buyer but may be recovered from the seller if the goods do not conform
and are rejected. (3) Unless otherwise agreed and subject to the provisions of this article
on C.I.F. contracts (subsection (3) of Section 7-2-321), the buyer is not entitled to inspect
the goods before payment of the price when the contract provides: (a) For delivery "C.O.D."
or on other like terms; or (b) For payment against documents of title, except where such payment
is due only after the goods are to become available for inspection....
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7-2A-103
Section 7-2A-103 Definitions and index of definitions. (1) In this article unless the context
otherwise requires: (a) "Buyer in ordinary course of business" means a person who
in good faith and without knowledge that the sale to him or her is in violation of the ownership
rights or security interest or leasehold interest of a third party in the goods, buys in ordinary
course from a person in the business of selling goods of that kind but does not include a
pawnbroker. "Buying" may be for cash or by exchange of other property or on secured
or unsecured credit and includes receiving goods or documents of title under a pre-existing
contract for sale but does not include a transfer in bulk or as security for or in total or
partial satisfaction of a money debt. (b) "Cancellation" occurs when either party
puts an end to the lease contract for default by the other party. (c) "Commercial unit"
means such a unit of goods as by commercial usage is a single whole for purposes of lease
and...
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7-2A-305
Section 7-2A-305 Sale or sublease of goods by lessee. (1) Subject to the provisions of Section
7-2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains,
to the extent of the interest transferred, the leasehold interest in the goods that the lessee
had or had power to transfer, and except as provided in subsection (2) and Section 7-2A-511(4),
takes subject to the existing lease contract. A lessee with a voidable leasehold interest
has power to transfer a good leasehold interest to a good faith buyer for value or a good
faith sublessee for value, but only to the extent set forth in the preceding sentence. When
goods have been delivered under a transaction of lease the lessee has that power even though:
(a) the lessor was deceived as to the identity of the lessee; (b) the delivery was in exchange
for a check which is later dishonored; or (c) the delivery was procured through fraud punishable
as larcenous under the criminal law. (2) A buyer in the...
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7-2A-512
Section 7-2A-512 Lessee's duties as to rightfully rejected goods. (1) Except as otherwise provided
with respect to goods that threaten to decline in value speedily (Section 7-2A-511) and subject
to any security interest of a lessee (Section 7-2A-508(5)): (a) the lessee, after rejection
of goods in the lessee's possession, shall hold them with reasonable care at the lessor's
or the supplier's disposition for a reasonable time after the lessee's seasonable notification
of rejection; (b) if the lessor or the supplier gives no instructions within a reasonable
time after notification of rejection, the lessee may store the rejected goods for the lessor's
or the supplier's account or ship them to the lessor or the supplier or dispose of them for
the lessor's or the supplier's account with reimbursement in the manner provided in Section
7-2A-511; but (c) the lessee has no further obligations with regard to goods rightfully rejected.
(2) Action by the lessee pursuant to subsection (1) is not...
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10A-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation may
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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