148

LAWS OF MARYLAND

[Ch. 49

penalty.

(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 payment exceeds

(a)    The amount to which the seller is
entitled by virtue of terms liquidating the seller's
damages in accordance with subsection (1), or

(b)   In the absence of such terms, twenty per
cent of the value of the total performance for which the
buyer is obligated under the contract [of] OR $500,
whichever is smaller.

(3) The buyer's right to restitution under
subsection (2) is subject to offset to the extent that
the seller establishes

(a)    A right to recover damages under the
provisions of this [subtitle] TITLE other than subsection
(1), and

(b)   The amount or value of any benefits
received by the buyer directly or indirectly by reason of
the contract.

(4) 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 this [subtitle] TITLE on resale by an aggrieved
seller (§ 2-706).

2—719. Contractual modification or limitation of remedy.

(1) Subject to the provisions of subsections (2)
and (3) of this section and of the preceding section on
liquidation and limitation of damages,

(a)   The agreement may provide for remedies in
addition to or in substitution for those provided in this
[subtitle] TITLE and may limit or alter the measure of
damages recoverable under this [subtitle] TITLE, 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.