N.Y. UCC Law § 2-A-511

Section 2-A-511. Merchant Lessee's Duties as to Rightfully Rejected\n Goods.\n (1) Subject to any security interest of a lessee (Section 2-A-508(5)),\nif a lessor or a supplier has no agent or place of business at the\nmarket of rejection, a merchant lessee, after rejection of goods in his\nor her possession or control, shall follow any reasonable instructions\nreceived from the lessor or the supplier with respect to the goods. In\nthe absence of those instructions, a merchant lessee shall make\nreasonable efforts to sell, lease, or otherwise dispose of the goods for\nthe lessor's account if they threaten to decline in value speedily.\nInstructions are not reasonable if on demand indemnity for expenses is\nnot forthcoming.\n (2) If a merchant lessee (subsection (1)) or any other lessee (Section\n2-A-512) disposes of goods, he or she is entitled to reimbursement\neither from the lessor or the supplier or out of the proceeds for\nreasonable expenses of caring for and disposing of the goods and, if the\nexpenses include no disposition commission, to such commission as is\nusual in the trade, or if there is none, to a reasonable sum not\nexceeding 10 percent of the gross proceeds.\n (3) In complying with this section or Section 2-A-512, the lessee is\nheld only to good faith. Good faith conduct hereunder is neither\nacceptance or conversion nor the basis of an action for damages.\n (4) A purchaser who purchases in good faith from a lessee pursuant to\nthis section or Section 2-A-512 takes the goods free of any rights of\nthe lessor and the supplier even though the lessee fails to comply with\none or more of the requirements of this Article.\n