New Jersey § 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 non-feasibility

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 per cent of the value of the total performance

for which the buyer is obligated under the contract or $500, 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 Chapter 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 Chapter

on resale by an aggrieved seller (12A:2-706).