§12A-2-718.

§12A-2-718.
   
   (1) Damages for breach by either party may be liquidated in the
   agreement but only at an amount which is reasonable in the light of
   the anticipated or actual harm caused by the breach, the difficulties
   of proof of loss, and the inconvenience or nonfeasibility of otherwise
   obtaining an adequate remedy. A term fixing unreasonably large
   liquidated damages is void as a 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 payments 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 percent (20%) of the value of
   the total performance for which the buyer is obligated under the
   contract or Five Hundred Dollars ($500.00), 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 article
   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 article on
   resale by an aggrieved seller (Section 2-706).