                                 CODE OF VIRGINIA

COPY; RIGHT TO INSPECT; PAYMENT BEFORE INSPECTION (§ 59.1-506.8)

a. Except as otherwise provided in §§ 59.1-506.3 and 59.1-506.4, if
performance requires delivery of a copy, the following rules apply:

   1. Except as otherwise provided in this section, the party receiving the copy
   has a right before payment or acceptance to inspect the copy at a reasonable
   place and time and in a reasonable manner to determine conformance to the
   contract.

   2. The party making the inspection shall bear the expenses of inspection.

   3. A place or method of inspection or an acceptance standard fixed by the
   parties is presumed to be exclusive. However, the fixing of a place, method,
   or standard does not postpone identification to the contract or shift the
   place for delivery, passage of title, or risk of loss. If compliance with the
   place or method becomes impossible, inspection must be made as provided in
   this section unless the place or method fixed by the parties was an
   indispensable condition the failure of which voids the contract.

   4. A party&#8217;s right to inspect is subject to existing obligations of
   confidentiality.

b. If a right to inspect exists under subsection (a) but the agreement is
inconsistent with an opportunity to inspect before payment, the party does not
have a right to inspect before payment.

c. If a contract requires payment before inspection of a copy, nonconformity in
the tender does not excuse the party receiving the tender from making payment
unless:

   1. the nonconformity appears without inspection and would justify refusal
   under &#xA7; 59.1-507.4; or

   2. despite tender of the required documents, the circumstances would justify
   an injunction against honor of a letter of credit under Title 8.5A.

d. Payment made under circumstances described in subsection (b) or (c) is not an
acceptance of the copy and does not impair a party&#8217;s right to inspect or
preclude any of the party&#8217;s remedies.

HISTORY: 2000, cc. 101, 996.