Recognizing Acceptance of Goods Under NY UCC
In commercial transactions, it's essential to understand when goods are considered "accepted" because acceptance affects the rights and remedies available to both buyers and sellers.
Understanding UCC §2-606: What Constitutes Acceptance
A buyer is deemed to have accepted goods when:
Express Acceptance:
After a reasonable opportunity to inspect the goods, the buyer signifies to the seller that the goods are conforming or that they will retain them despite non-conformity.
Failure to Effectively Reject:
The buyer fails to reject the goods within a reasonable time or fails to notify the seller of the rejection.
Acts Inconsistent with the Seller's Ownership:
The buyer performs actions such as using the goods, reselling them, or altering them in a way that assumes ownership.
Implications of Acceptance:
Limited Remedies:
Once goods are accepted, the buyer may lose the right to reject them but can still claim damages for any non-conformity.
Obligation to Pay:
The buyer must pay for the goods at the contract rate.
Burden of Proof:
The buyer bears the burden of proving any breach after acceptance.
Best Practices for Buyers:
Timely Inspection:
Inspect goods promptly upon delivery.
Effective Rejection:
If goods are non-conforming, notify the seller immediately with specific reasons for rejection.
Avoid Inconsistent Acts:
Do not use or alter goods before deciding on acceptance to preserve your rights.
Key Takeaways:
Understand what actions constitute acceptance to manage your rights effectively.
Prompt communication with the seller is crucial in cases of non-conforming goods.
Being proactive protects your interests and helps maintain good business relationships.
Disclaimer:
This article is for informational purposes only and does not constitute legal advice. Although I am an attorney, I am not your attorney, and reading this article does not create an attorney-client relationship. For advice pertaining to your specific situation, please consult a qualified attorney licensed in your area.
댓글