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S.B. 142
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VETOES
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(D) IF PAYMENT IS DUE AND DEMANDED ON DELIVERY OF A COPY OR ON
DELIVERY OF A DOCUMENT OF TITLE, THE RIGHT OF THE PARTY RECEIVING TENDER
TO RETAIN OR DISPOSE OF THE COPY OR DOCUMENT, AS AGAINST THE TENDERING
PARTY, IS CONDITIONED ON MAKING THE PAYMENT DUE.
21-608. COPY: RIGHT TO INSPECT; PAYMENT BEFORE INSPECTION.
(A) EXCEPT AS OTHERWISE PROVIDED IN §§ 21-603 AND 21-604 OF THIS
SUBTITLE, IF PERFORMANCE REQUIRES DELIVERY OF A COPY, THE FOLLOWING
RULES APPLY.
(1) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE PARTY
RECEIVING THE COPY HAS A RIGHT BEFORE PAYMENT OR ACCEPTANCE TO INSPECT
THE COPY AT A REASONABLE PLACE AND TIME AND IN A REASONABLE MANNER TO
DETERMINE CONFORMANCE TO THE CONTRACT.
(2) THE PARTY MAKING THE INSPECTION SHALL BEAR THE EXPENSES
OF INSPECTION.
(3) A PLACE OR METHOD OF INSPECTION OR AN ACCEPTANCE
STANDARD FIXED BY THE PARTIES IS PRESUMED TO BE EXCLUSIVE. HOWEVER, THE
FIXING OF A PLACE, METHOD, OR STANDARD DOES NOT POSTPONE IDENTIFICATION
TO THE CONTRACT OR SHIFT THE PLACE FOR DELIVERY, PASSAGE OF TITLE, OR RISK
OF LOSS. IF COMPLIANCE WITH THE PLACE OR METHOD BECOMES IMPOSSIBLE,
INSPECTION MUST BE MADE AS PROVIDED IN THIS SECTION UNLESS THE PLACE OR
METHOD FIXED BY THE PARTIES WAS AN INDISPENSABLE CONDITION THE FAILURE
OF WHICH AVOIDS THE CONTRACT.
(4) A PARTY'S RIGHT TO INSPECT IS SUBJECT TO EXISTING OBLIGATIONS
OF CONFIDENTIALITY.
(B) IF A RIGHT TO INSPECT EXISTS UNDER SUBSECTION (A) OF THIS SECTION
BUT THE AGREEMENT IS INCONSISTENT WITH AN OPPORTUNITY TO INSPECT
BEFORE PAYMENT, THE PARTY DOES NOT HAVE A RIGHT TO INSPECT BEFORE
PAYMENT.
(C) IF A CONTRACT REQUIRES PAYMENT BEFORE INSPECTION OF A COPY,
NONCONFORMITY IN THE TENDER DOES NOT EXCUSE THE PARTY RECEIVING THE
TENDER FROM MAKING PAYMENT UNLESS:
(1) THE NONCONFORMITY APPEARS WITHOUT INSPECTION AND WOULD
JUSTIFY REFUSAL UNDER § 21-704 OF THIS TITLE; OR
(2) DESPITE TENDER OF THE REQUIRED DOCUMENTS, THE
CIRCUMSTANCES WOULD JUSTIFY AN INJUNCTION AGAINST HONOR OF A LETTER OF
CREDIT UNDER TITLE 5 OF THIS ARTICLE.
(D) PAYMENT MADE UNDER CIRCUMSTANCES DESCRIBED IN SUBSECTION (B)
OR (C) OF THIS SECTION IS NOT AN ACCEPTANCE OF THE COPY AND DOES NOT
IMPAIR A PARTY'S RIGHT TO INSPECT OR PRECLUDE ANY OF THE PARTY'S REMEDIES.
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- 3692 -
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