This is an unofficial draft of Article 2B from April 15, 1998. For the current official version, see the University of Pennsylvania Law School (Official NCCUSL) site at http://www.law.upenn.edu/library/ulc/ulc.htm

(a) In this section, "access material" means any documents, authorizations, addresses, access codes, acknowledgments, or other materials necessary for a party to obtain authorized access to, control, or possession of a copy.

(b) If performance requires delivery of a copy, the party required to deliver shall tender delivery of the copy first but need not complete the delivery until the other party tenders any performance required at that time.

(c) Tender of delivery of a copy requires that the tendering party put and hold a conforming copy at the other party's disposition and give the other party any notice reasonably necessary to enable it to obtain access, control, or possession of the copy. Tender must be at a reasonable hour and, if applicable, requires the tendering party to tender appropriate access material. The party receiving the tender shall furnish facilities reasonably suited to receive tender. In addition, the following rules apply:

(d1) Except as otherwise provided in subsections paragraphs (e2), (f3) and (g4):

(1A) The place for tender of a copy on a physical medium is the tendering party's place of business or, if it has none, its residence, but if the parties know at the time of contracting that the copy is located in some other place, that place is the place for its delivery.

(2B) In an electronic delivery of a copy, tender requires the tendering party to make the information available in an information processing system designated by it and tender appropriate access material to the other party.

(3C) Documents of title may be delivered through customary banking channels.

(e2) If the contract requires or authorizes delivery of a copy held by a third party to be delivered without being moved, the tendering party shall deliver appropriate access material to the other party.

(f3) If the tendering party is required or authorized to send a copy of the information to the other party and the contract does not require the tendering party to deliver the copy at a particular destination, the following rules apply:.

(1A) In a delivery of a copy on a physical medium, the tendering party shallmust:

(Ai) put the copy in the possession of a carrier and make a contract for its transportation that is reasonable having regard to the nature of the information and other circumstances, with expenses to be borne by the other party; and

(Bii) obtain and promptly tender any appropriate access materials or any document otherwise required by the agreement or, in the absence of agreed terms, by usage of trade.

(2B) In an electronic delivery of a copy, the tendering party must shall initiate a transmission that is reasonable having regard to the nature of the information and other circumstances, with expenses to be borne by the other party.

(g4) If the tendering party is required to deliver a copy at a particular destination, the tendering party shall make a copy available at that destination, with expenses to be borne by it, and tender any appropriate access material.

(hd) If payment is due on delivery of a copy, the following rules apply:

(1) Tender of delivery of a copy is a condition of the other party's duty to accept the copy and of that party's duty to pay.

(2) Tender entitles the tendering party to acceptance of the copy and payment according to the contract.

(3) All copies called for by a contract must be tendered in a single delivery and payment is due only on the tender., However, but if the circumstances give either party the right to make or demand delivery in lots, the contract fee, if it can be apportioned, may be demanded for each lot.

(4) If payment is demanded on delivery of copies or on delivery of documents of title, the right of the party receiving tender to retain or dispose of the copies or documents as against the tendering party is conditional on making the payment due.

This is a composite section which has been restructured to focus on tender and delivery of copies and to correspond to existing Article 2 rules. The Section stems from former 2B-603(c)(e) and 2B-607(c).