Article 2 — Sales · Section 2-719
This section governs limitation of remedies under Article 2 of the UCC, allowing parties to define the remedies available for breach of contract.
Source: U.C.C. § 2-719
UCC § 2-719 outlines the permissible remedies for a breach of contract in the sale of goods. It allows for the limitation or exclusion of remedies unless such limitations are unconscionable. The section also provides that specific remedies can be agreed upon by the parties, and if such remedies fail of their essential purpose, other remedies may be available.
UCC § 2-719 allows parties in a sale of goods to specify which remedies they'll have if there's a breach of contract. However, if the agreed remedy does not effectively address the breach, the parties may still seek other remedies.
Legal means by which a right is enforced or the violation of a right is prevented or compensated.
A contractual clause that restricts the types of compensation or recourse available to an aggrieved party.
Example 1
A buyer and seller agree that if the goods are defective, the seller will only repair or replace the defective goods and the buyer waives any claim for damages.
Example 2
A contract includes a clause stating that if delivery is late, the buyer can only recover the cost of the extra freight charges incurred, excluding any other damages.