WRITE 2-3 PRAGRAPHS FOR YOUR RESPONSE. MAKE SURE YOUR EACH PARAGRAPH SHOULD HAVE AT LEAST 5 SENTENCES: Your Comments/Thoughts For Information Below 12-2c Limitation of Remedies The parties to a sales or lease contract can vary their respective rights and obligations by contractual agreement. For example, a seller and buyer can expressly provide for remedies in addition to those provided in the UCC. They can also provide remedies in lieu of those provided in the UCC, or they can change the measure of damages. Any agreed-on remedy is in addition to those provided in the UCC unless the parties expressly agree that the remedy is exclusive of all others (UCC 2-719(1), 2A-503(1), (2)] Exclusive Remedies if the parties state that a remedy is exclusive, then it is the sole, or exclu- sive, remedy. EXAMPLE 12.19 Standard Tool Company agrees to sell a pipe-cutting machine to United Pipe & Tubing Corporation. The contract limits United's remedy exclusively to repair or replacement of any defective parts. Thus, repair or replacement of defective parts is the buyer's exclusive remedy under this contract. When circumstances cause an exclusive remedy to fail in its essential purpose, however, it is no longer exclusive, and the buyer or lessee may pursue other remedies available under the UCC (UCC 2-719(2), 2A-503(2))EXAMPLE 12.20 In Example 12.19, suppose that Standard Tool Company is unable to repair a defective part, and no replacement parts are available. In this situation, because the exclusive remedy failed in its essential purpose, the buyer normally will be entitled to seek other remedies provided by the UCC Limitations on Consequential Damages As discussed previously, consequential damages are special damages that compensate for indirect losses (such as lost profits) resulting from a breach of contract that were reasonably foreseeable. Under the UCC, parties to a contract can limit or exclude consequential damages, provided the limitation is not unconscionable. When the buyer or lessee is a consumer, any limitation of consequential damages for per- sonal injuries resulting from consumer goods is prima facie (presumptively, or on its face) unconscionable. The limitation of consequential damages is not necessarily unconsciona- ble when the loss is commercial in nature-such as lost profits and property damage (UCC 2-719(3), 2A-503(3). Statute of Limitations An action for breach of contract under the UCC must be commenced within four years after the cause of action accruesthat is, a buyer or lessee must file the lawsuit within four years after the breach occurs (UCC 2-725(1). In addition, a buyer or lessee who has accepted nonconforming goods usually must notify the breaching party of the breach within a reasonable time, or the aggrieved party is barred from pursuing any remedy (UCC 2-607(3)(a), 2A-516(3)]. The parties can agree in their contract to reduce this period to not less than one year, but cannot extend it beyond four years (UCC 2-725(1), 2A-506(1)). A cause of action accrues for breach of warranty (discussed next when the seller or lessor tenders delivery. This is the rule even if the aggrieved party is unaware that the cause of action has accrued (UCC 2-725(2), 2A-506(2)