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insecurity, and while awaiting the other’s performance, would pose an undue hardship or risk. For instance, a buyer who needs the goods urgently for a project should not be forced to pay despite the seller’s uncertain performance. Similarly, a seller should not be forced to risk supplying goods to an apparently financially unsound buyer, especially at the cost of lost revenue or having to turn away other business to fill the order. [ See 2 Hawkland UCC Series § 2-609:4, Westlaw (database updated June 2021).] Note : As a general observation, if there are indeed reasonable grounds for insecurity, it should normally be commercially reasonable for the insecure party to suspend performance for a reasonable time while awaiting assurances. 6. Acceptance of Improper Delivery or Payment and Adequate Assurance of Performance If a party accepts an improper delivery or payment, this fact alone does not adversely affect that party’s right to demand adequate assurance of due performance. [U.C.C. § 2-609(3) (1951).] Casualty to Identified Goods Under § 2-613, special rules apply if (1) the contract, for its performance, requires goods that were identified to the contract when the contract came into being, (2) some casualty ( e.g. , theft, destruction, or damage) befalls the goods without either party’s fault, and (3) that casualty occurs before the risk of loss has passed to the buyer. Here, the result depends on whether the loss to the goods is total or merely partial. [U.C.C. § 2-613 (1951); Identifying Goods to the Contract, Risk of Loss without a Breach of Contract under § 2-509, Effect of Breach on Risk of Loss under § 2-510, supra .] 1. Casualty to Identified Goods Producing Total Loss If the casualty to identified goods produces a total loss, then the contract becomes avoided altogether. Thus, the parties are totally relieved of their obligations. [U.C.C. § 2-613(a) (1951); 2 Hawkland UCC Series § 2-613:2, Westlaw (database updated June 2021).] 2. Casualty to Identified Goods Producing Partial Loss If the casualty to identified goods produces a merely partial loss, or if the goods have so deteriorated that they no longer conform to the contract, then the buyer has options. Initially, regardless of which option the buyer exercises, she may inspect the goods. Having inspected the goods, the buyer may either (1) avoid the contract altogether or (2) accept the goods. If the buyer accepts the goods, then she is entitled to an appropriate allowance from the contract price to account for the shortfall in quantity or deterioration in the goods. Having
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