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them when the buyer breaches the contract. Per § 704, the seller may elect not to finish the goods and, instead, to sell them as components or as scrap, or perhaps use the unfinished components on other jobs. In this case, market-price and resale damages are typically inadequate, as is an action for the price, because all these formulas normally envision the sale of completed goods. [ See 2 Hawkland UCC Series § 2-708:2, Westlaw (database updated June 2021).] 9. Seller’s Action for the Price In limited circumstances, § 2-709 permits a seller to recover the contract price from the buyer. Further, § 2-709 imposes special rules in the context of an action for the price. If the seller sues for the price, it may also recover incidental damages under § 2-710. [ See U.C.C. § 2-709 (1951); Seller’s Incidental Damages, infra .] a. Requirements for Seller to Recover the Price The seller’s recovering the price entails two steps. First, the seller must show that the buyer failed to pay all or some part of the purchase price when due under the contract. Second, the seller must prove that at least one of three additional requirements is satisfied. Importantly, these scenarios are the exclusive circumstances under which the seller can maintain an action for the price. [ See U.C.C. § 2-709(1), cmt. 6 (1951); 2 Hawkland UCC Series § 2-709:1, Westlaw (database updated June 2021).] Recovering the Price if the Buyer Has Accepted the Goods The seller may recover the price if (1) the buyer has failed to pay at least part of the purchase price when due, and (2) the buyer has accepted the goods and has not justifiably revoked acceptance. Allowing the seller to recover the price here makes sense. The seller cannot typically compel the buyer to return the goods unless the seller has a security interest in the goods or a right to reclaim them. Thus, an action for the price may well be the only way to make the seller whole if the buyer retains the goods and refuses to pay for them. [ See U.C.C. § 2-709(1)(a) (1951); 2 Hawkland UCC Series § 2-709:1, Westlaw (database updated June 2021).] Recovering the Price if Conforming Goods Are Lost or Damaged Assuming the buyer has failed to pay at least part of the purchase price when due, the seller may recover the price if (1) the goods conform to the contract and (2) they are lost or damaged within a commercially reasonable time after the risk of loss has passed to the buyer. [U.C.C. § 2-709(1)(a) (1951); 2 Hawkland UCC Series § 2-709:1, Westlaw (database updated June 2021); Risk of Loss Without a Breach of Contract under § 2- 509, Effect of Breach on Risk of Loss under § 2-510, supra .]
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