53.1  Where the seller discovers that the buyer is insolvent, he may refuse to deliver the goods except for a cash payment that includes payment for all goods already delivered under the contract, and he may stop delivery pursuant to section 56. 

53.2  Where the seller discovers that the buyer has received goods on credit while insolvent, he may reclaim the goods, but his right to reclaim is subject to the rights of a buyer in ordinary course or other good faith purchaser under These Regulations.  Successful reclamation of goods excludes all other remedies with respect to those goods. 

Seller’s Remedies in General 

54.1  Where the buyer breaches the contract, the seller is entitled to damages sufficient to place him in as good a position as if the buyer had fully performed. 

54.2  In addition, where the buyer wrongfully rejects or revokes acceptance of goods of fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then the aggrieved seller may do any of the following- 

a.  withhold delivery of any shipments of goods under the contract; 

b.  stop delivery by any bailee as hereafter provided; 

c.  proceed under Section 55 concerning goods still unidentified to the construct; 

d.  resell the goods in a commercially reasonable manner; 

e.  cancel the contract. 

54.3  A purchaser who buys goods in good faith at a resale takes the goods free of any right of the original buyer. 

Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods 

55.1  An aggrieved seller under the preceding section may- 

a.  identify to the contract conforming goods not already identified if at the time he learns of the breach the goods are in his possession or control; 

b.  attempt to resell good that had been  demonstrated as intended for the particular contract, even though goods are unfinished. 

55.2  Where the goods are unfinished, an aggrieved seller exercising reasonable commercial judgement and attempting to avoid a loss, may- 

a.  complete the manufacture of the goods and wholly identify them to the contract; or 

b.  cease manufacturing the goods and resell the unfinished goods for scrap or salvage; or 

c.  proceed in any other reasonable manner. 

Seller’s Stoppage of Delivery in Transit or Otherwise 

56.1  The Seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent, or when the buyer repudiates or fails to make a payment due before delivery, or if the seller has a right ( for any other reason)  to withhold or reclaim the goods. 

56.2  As against such buyer the seller may stop delivery until such time as the buyer receives the goods or a negotiable document of title covering the goods. 

Seller’s Damages for Non acceptance or Repudiation 

57.1  Subject to subsection (2), 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 These Regulations  (Section 58), but less expenses saved in consequence of the buyer’s breach. 

57.2  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) that the seller would have made from full performance by the buyer, together with any incidental damages provided in These Regulations, due allowance for costs reasonably incurred and due credit for payments or proceeds of resale. 

Seller’s Incidental Damages 

58.  Incidental damages to an aggrieved seller includes any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, and in transporting and caring for the goods after the buyer’s breach, and in returning or reselling the goods as a result of the breach. 

Buyer’s Remedies in General; Buyer’s Security Interest in Rejected Goods 

59.1  Where the seller breaches the contract, the buyer is entitled to damages sufficient to place him in as good a position as if the seller had fully performed. 

59.2  In addition, where the seller fails to make delivery or repudiates, or where the buyer rightfully rejects or justifiably revokes acceptance, then the buyer may cancel the contract. 

Whether or not the buyer cancels the contract, he may in addition do any of the following- 

a.  recover so much of the price as has been paid, 

b.  “cover” pursuant to section 60; 

c.  if the goods have been identified, recover them as provided in These Regulations; or 

d.  in a proper case, obtain specific performance; or 

e.  in a proper case, recover incidental and consequential damages. 

59.3  On rightful 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, or custody. The buyer may hold such goods and resell them in like manner as an aggrieved seller. 

“Cover”; Buyer’s Procurement of Substitute Goods 

60.1  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. 

60.2  The buyer may cover 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, but less expenses saved in consequence of the seller’s breach. 

60.3  A buyer’s failure to effect cover within this section does not bar him from any other remedy. 

Buyer’s Damages for Non-delivery or Repudiation 

61.  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 These Regulations, but less expenses saved in consequence of the seller’s breach. 

Buyer’s Damages for Breach in Regard to Accepted Goods 

62.1  Where the buyer has accepted goods and given notification of seller’s breach, he may recover as damages the loss resulting from the seller’s breach as determined in any reasonable manner. 

62.2  The measure of damages for breach of any 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. 

62.3  In a proper case, incidental and consequential damages under section 63 may also be recovered. 

Buyer’s Incidental and Consequential Damages 

63.1  Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspecting, receiving, transporting, and caring for goods rightfully rejected, together with any reasonable expenses incident to the breach or incurred by effecting cover. 

63.2  Consequential damages resulting from the seller’s breach include- 

a.  any loss resulting from the seller’s failure to fulfil any of the buyer’s requirements of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by the buyer; and 

b.  injuries to persons or property proximately resulting from any breach of warranty; 

Buyer’s Right to Specific Performance 

64.1  The Court has discretion to direct that the seller perform as provided under the contract, without the option of retaining the goods and paying damages. 

64.2  The court’s order of specific performance may also include damages or other relief, as the court may deem just. 

Deduction of Damages From the Price 

65.  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. 

Liquidation or Limitation of Damages 

66.1  An agreement may specify liquidated damages, and such provisions are enforceable, but only if the amount is reasonable in light of the anticipated or actual harm (whichever is greater) caused by the breach.  A term fixing unreasonably large liquidated damages is void as a penalty. 

66.2  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 the liquidated damages to which the seller is entitled in accordance with subsection 1. 

66.3  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 These Regulations on resale by an aggrieved seller. 

Contractual Modification or Limitation of Remedy

67.1  Subject to the provisions of subsections 2 and 3 of this Section and Section 66 on liquidation and limitation of damages- 

a.  an agreement may provide for remedies in addition to or in substitution for those provided in These Regulations and may limit or alter the measure of damage recoverable  under These Regulations, 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. 

67.2  Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in these Regulations. 

67.3  Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. 

Breaches Before Cancellation or Termination 

68.  Unless the contrary intention is clearly expressed, a party’s cancellation or termination of the contract or the like shall not be construed as discharging that party’s claim against the other for damages caused by a breach occurring before the cancellation or termination. 

Proof of Market Price: Time and Place

69. If a lawsuit based on a party’s anticipatory repudiation of the contract is decided by the court  before the time that  performance is required with respect to some or all of the goods, any damages based on market price shall be determined with reference to the price of such goods that existed at the time when the aggrieved party learned of the repudiation.

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