New York Uniform Commercial Code Law Section 2-607 - Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over.

Section 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  non-conformity  cannot  be
  revoked  because  of  it  unless  the  acceptance  was on the reasonable
  assumption  that  the  non-conformity  would  be  seasonably  cured  but
  acceptance  does  not of itself impair any other remedy provided by this
  Article for non-conformity.
(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 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 receives notice of the litigation or
         be  barred  from any remedy over for liability established by
         the litigation.
(4) The burden is on the buyer to establish any breach with respect to
  the goods accepted.
(5) Where the buyer  is  sued  for  breach  of  a  warranty  or  other
  obligation for which his seller is answerable over
     (a) he  may  give his seller written notice of the litigation. If
         the notice states that the seller may come in and defend  and
         that  if  the  seller  does not do so he will be bound in any
         action against him by his buyer by any determination of  fact
         common  to  the two litigations, then unless the seller after
         seasonable receipt of the notice does come in and  defend  he
         is so bound.
     (b) if  the claim is one for infringement or the like (subsection
         (3) of Section 2--312) the  original  seller  may  demand  in
         writing  that  his  buyer  turn  over  to  him control of the
         litigation including settlement or else be  barred  from  any
         remedy  over and if he also agrees to bear all expense and to
         satisfy any adverse judgment, then  unless  the  buyer  after
         seasonable  receipt  of the demand does turn over control the
         buyer is so barred.
(6) The provisions of subsections  (3),  (4)  and  (5)  apply  to  any
  obligation  of  a buyer to hold the seller harmless against infringement
  or the like (subsection (3) of Section 2--312).

Last modified: February 3, 2019