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Acceptance of goods or services – rough notes

The Uniform Commercial Code’s acceptance rules for sales of goods

In a nutshell, UCC article 2, part 6 provides in part that:

• Failure to reject goods within a reasonable time after delivery constitutes acceptance, provided that the buyer has had a reasonable opportunity to inspect the goods. 2-602(1), 2-606(1)(B). A rejection must state the reason(s) for rejection with particularity (subject to certain limitations). 2-605.

• After acceptance, the buyer must pay for the goods. 2-607(1). It can still exercise any warranty rights it might have, 2-607(2), although it must bear the burden of proof that the goods were deficient. 2-607(4). If the buyer establishes a breach of warranty, it is entitled to recover “the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.” 2-714.

• Alternatively, the buyer can revoke acceptance, subject to certain limitations, 2-608, in which case it can “recover so much of the price as has been paid.” 2-711(2)(a).

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