{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-2-718","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-2-718","heading":"Liquidation or Limitation of Damages; Deposits","body":"(1) Damages for breach by either party may be liquidated in the\n\nagreement but only at an amount which is reasonable in the light of\n\nthe anticipated or actual harm caused by the breach, the\n\ndifficulties of proof of loss, and the inconvenience or\n\nnonfeasibility of otherwise obtaining an adequate remedy. A term\n\nfixing unreasonably large liquidated damages is void as a penalty.\n\n(2) Where the seller justifiably withholds delivery of goods\n\nbecause of the buyer's breach, the buyer is entitled to restitution\n\nof any amount by which the sum of his payments exceeds\n\n(a) the amount to which the seller is entitled by virtue\n\nof terms liquidating the seller's damages in accordance with\n\nsubsection (1), or\n\n(b) in the absence of such terms, twenty percent (20%) of\n\nthe value of the total performance for which the buyer is obligated\n\nunder the contract or Five Hundred Dollars ($500.00), whichever is\n\nsmaller.\n\n(3) The buyer's right to restitution under subsection (2) is\n\nsubject to offset to the extent that the seller establishes\n\n(a) a right to recover damages under the provisions of\n\nthis article other than subsection (1), and\n\n(b) the amount or value of any benefits received by the\n\nbuyer directly or indirectly by reason of the contract.\n\n(4) Where a seller has received payment in goods their\n\nreasonable value or the proceeds of their resale shall be treated as\n\npayments for the purposes of subsection (2); but if the seller has\n\nnotice of the buyer's breach before reselling goods received in part\n\nperformance, his resale is subject to the conditions laid down in\n\nthis article on resale by an aggrieved seller (Section 2-706).","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"0a9f998838c0a9939c53a893645d4b3079cd522dc96f16f49712c1993d4084da","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-2-717","next":"us-ok/okla.-stat.-tit.-12a-12a-2-719"},"notice":"GroundRules: Original legal text. Not legal advice."}