Acceptance of Goods in New York: Rejection, Notice, and Revocation Under the NY UCC

In a New York sale of goods dispute, the most expensive mistake is often not the defect itself. It is what happens after delivery.

Under New York’s Uniform Commercial Code (UCC), “acceptance of goods” can quietly flip your leverage. Once you accept, rejection is usually off the table, deadlines tighten, and you may be forced into a narrower set of remedies. The rules are not impossible, but they are unforgiving.

This guide breaks down acceptance of goods in New York, explains the difference between rejection and revocation of acceptance, and gives you a practical checklist to protect your position under the NY UCC. Key provisions include NY UCC § 2-606 (acceptance), § 2-602 (rejection), § 2-607 (notice and effect of acceptance), and § 2-608 (revocation of acceptance).

The New York UCC framework in plain English

The NY UCC gives buyers a menu of options when goods do not conform to the contract. In general, if goods “fail in any respect” to conform, a buyer may reject the whole, accept the whole, or accept part and reject part. That concept is often called the “perfect tender” rule. See NY UCC § 2-601.

But the menu changes after acceptance. Acceptance can happen by words, conduct, or delay. Once acceptance occurs, the buyer typically cannot reject the accepted goods, and certain remedies depend on timely notice. See NY UCC § 2-602 and  § 2-607

What “acceptance of goods” means in New York (NY UCC 2-606)

Under  NY UCC § 2-606, acceptance generally occurs when the buyer:

1. After a reasonable opportunity to inspect, tells the seller the goods are conforming (or that the buyer will keep them despite nonconformity), or

2. Fails to make an effective rejection after a reasonable opportunity to inspect, or

3. Does an act inconsistent with the seller’s ownership.

The “silent acceptance” trap

Acceptance often happens without a dramatic moment. Common real world examples include:

• Installing equipment and putting it into production

• Reselling inventory to customers

• Paying the invoice without reserving rights

• Keeping goods and failing to send a clear rejection notice within a reasonable time

• Treating defective goods as “ours now” while hoping the seller will sort it out later

  
  

None of these automatically doom a claim, but they can push you out of the clean “rejection” lane and into the narrower “notice” or “revocation” lanes.

Rejection of goods in New York (NY UCC 2-602): fast, clear, documented

If the goods do not conform and you want to reject, you need to move quickly and communicate clearly.

NY UCC § 2-602 says rejection must be within a reasonable time after delivery or tender, and it is ineffective unless the buyer seasonably notifies the seller.

What “seasonable notice” looks like in practice

Seasonable notice is not magic words. It is a clear communication that (a) identifies the shipment, (b) states you are rejecting (or rejecting in part), (c) states why at a high level, and (d) preserves evidence.

A strong rejection notice usually includes:

• Date of delivery and delivery location

• Purchase order or invoice number

• What is nonconforming (wrong model, missing components, damage, out of spec, late delivery if time is essential, etc.)

• Your demand (replacement, pickup, refund, cure proposal)

• A statement that you are preserving rights and not waiving remedies

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Pro tip: under NY UCC § 2-605, a buyer can waive certain objections by failing to particularize defects that are reasonably discoverable by inspection. That is why a vague “these goods are bad” message can hurt you.

The seller’s right to cure (NY UCC 2-508): rejection is not always the end

New York also recognizes that sellers sometimes get an opportunity to cure an improper tender, depending on timing and circumstances. See NY UCC § 2-508. In practice, cure disputes often turn on:

• Whether there was still time left in the contract performance window

• Whether the seller seasonably notified intent to cure

• Whether the cure actually delivers conforming goods

• Whether time was truly of the essence in the deal

Revocation of acceptance in New York (NY UCC 2-608): the “undo button,” but with conditions

Sometimes defects surface only after installation or use, or the seller gives assurances that delay discovery. In those cases, the buyer may have to use “revocation of acceptance” rather than rejection.

NY UCC § 2-608 allows revocation of acceptance if the nonconformity substantially impairs the value of the goods to the buyer and certain conditions are met, such as acceptance on the reasonable assumption of cure, or acceptance without discovery due to difficulty of discovery or seller assurances.

Revocation also requires timeliness. It must be within a reasonable time after the buyer discovers or should have discovered the ground for it, and before any substantial change in the condition of the goods not caused by their own defects (the statute language is worth reading closely).

Why revocation fights get expensive

Revocation disputes frequently require experts, technical testing, usage history, and clean documentation. That means the economics matter. If the amount in dispute is small, it can be rational to negotiate aggressively and resolve early rather than finance a full UCC battle.

Even if you accept the goods, you may still have remedies. But NY UCC § 2-607 is where many buyers lose the plot.

Among other things, § 2-607 ties remedies to giving the seller notice of breach within a reasonable time after the buyer discovers or should have discovered the breach.

This matters because buyers often do one of the following:

• Complain internally but never notify the seller properly

• Negotiate informally for months without a clear written notice

• Keep using the goods, hoping it resolves, while the paper trail stays thin

  
  

If you accept and later discover nonconformity, do not assume a casual complaint preserves your remedies. Build a clean record early.

A decision tree you can actually use

When goods arrive in New York, ask these questions immediately:

1. Do the goods conform to the contract specs?

   1. If yes, document acceptance and move on.

   2. If no, go to 2.

      
      

2. Can you inspect quickly and document the nonconformity?

   1. If yes, go to 3.

   2. If no, lock down the goods, preserve evidence, and document why inspection is delayed.

      
      

3. Do you want to keep the goods anyway (with a price adjustment, repair, or replacement)?

   1. If no, send a rejection notice fast under NY UCC § 2-602 and be specific enough to avoid waiver under § 2-605.

   2. If yes, send written notice preserving rights, and confirm what cure or remedy is expected, including deadlines.

      
      

4. Did you already accept or act inconsistently with seller ownership?

   1. If yes, your path is usually notice of breach (§ 2-607) and potentially revocation (§ 2-608) if the nonconformity substantially impairs value.

Documentation: the difference between leverage and a headache

In UCC disputes, documentation is not busywork. It is your proof.

At minimum, keep:

• The purchase order, contract, and specs (including drawings, tolerances, model numbers)

• Delivery documents and chain of custody

• Inspection checklist, test results, and photos taken immediately upon delivery

• All seller communications, including assurances and proposed cures

• Repair records, downtime logs, substitute purchase costs, and customer complaints if relevant

  
  

If the goods are likely to be litigated, consider preserving evidence early. New York’s UCC has provisions dealing with preserving evidence of goods in dispute (for example, see the Part 5 references around evidence preservation). A practical lawyer can help you set this up without overcomplicating it.

Remedies if you accepted defective goods (NY UCC 2-714 and related provisions)

If you accepted goods and provided proper notice, New York’s UCC provides damages frameworks.

NY UCC § 2-714 addresses buyer’s damages for breach regarding accepted goods and references notice under § 2-607.

Depending on the facts, remedies analysis may also involve other provisions, including general buyer remedies (NY UCC § 2-711):

Practical note: damages can turn on proof of the nonconformity, the value difference, incidental costs, and causation. That is where early documentation and a clean notice record pay dividends.

Timing matters: the NY UCC statute of limitations (NY UCC 2-725)

New York’s UCC generally provides a four-year limitations period for breach of a contract for sale, and parties can agree to shorten it to not less than one year. See NY UCC § 2-725. This is not a substitute for case-specific legal advice. Accrual and warranty issues can get technical, and contracts sometimes modify timing in ways that matter.

Practical tips to reduce legal risk on every New York shipment

If you buy or sell goods in New York regularly, these practices reduce disputes and improve outcomes when disputes happen:

1. Put acceptance criteria in writingDefine how inspection works, what triggers rejection, and how cure is handled.

2. Build an inspection routineUse a checklist and take photos on day one, not day 30.

3. Send written notices, even when the relationship is friendlyThe UCC rewards clear, timely communication.

4. Avoid “ownership conduct” until you decideInstalling, reselling, or materially altering goods can be used as acceptance evidence.

5. Track business impactDowntime, lost production, substitute purchases, and repair attempts matter in damages analysis.

6. Be realistic about the economicsCommercial litigation in New York is expensive. When the amount in dispute is small, it is often financially smarter to pursue a business resolution early rather than spending more on legal fees than the dispute is worth. In many cases under roughly $5,000 to $10,000, a pragmatic compromise can be the rational move.

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FAQ: Acceptance of goods in New York

What constitutes acceptance of goods in New York?

Acceptance often occurs when the buyer, after a reasonable opportunity to inspect, signals the goods are conforming or will be kept despite nonconformity, fails to make an effective rejection, or acts inconsistently with the seller’s ownership. See NY UCC § 2-606

How quickly must I reject nonconforming goods?

Rejection must be within a reasonable time after delivery or tender, and it is ineffective unless the buyer seasonably notifies the seller. See § 2-602

Can I revoke acceptance if I discover defects later?

Possibly. Revocation requires substantial impairment of value and other statutory conditions, and it must be timely. See NY UCC § 2-608

If I accepted the goods, do I still have claims?

Often yes, but remedies may depend on giving proper notice of breach under NY UCC § 2-607 and proving damages under provisions like NY UCC § 2-714.

What should I document at delivery?

Photos, packaging condition, serial numbers, inspection notes, testing results, and all communications with the seller. Documentation is often the difference between leverage and a stalemate.

Talk to a New York lawyer about an acceptance of goods dispute

If you are dealing with a dispute over nonconforming goods, acceptance, rejection, notice, or revocation in New York, legal guidance early can preserve options and prevent avoidable waiver arguments. Learn more at: https://yassilaw.com/

Contact us- 646-992-2138

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