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If the seller violates the perfect-tender rule, the buyer may accept any commercial units within the delivery and reject the rest. The commercial units accepted need not themselves conform to the contract. Put another way, the buyer may accept any commercial units whether they conform or not. [U.C.C. § 2-601, cmt. 1 (1951).] b. Buyer’s Acceptance as Not Limiting General Remedies in Article 2; Good-Faith Limitation on Partial Acceptance If the buyer accepts any goods despite imperfect tender, this acceptance does not limit the remedies otherwise available to her under Article 2. However, if the buyer accepts only part of the delivery, she must do so in good faith and commercial reasonableness. The buyer’s overriding obligation here is to avoid unduly impairing the remaining goods’ value. Hence the requirement that, if the buyer means to accept only part of the delivery, she must accept entire commercial units. Accepting less than an entire commercial unit would impair the remaining goods’ value. Indeed, if partial acceptance would produce a sufficiently material adverse effect on the remaining goods, then the partial acceptance is in bad faith. [U.C.C. § 2-601, cmt. 1 (1951).] 3. Limitations on Buyer’s Remedies for Imperfect Tender There are limits and qualifications to a buyer’s remedies for a transgression of the perfect- tender rule. For one, different rules apply in the context of so-called installment contracts. Also, the parties may agree to liquidate damages or to limit remedies for breach, as provided in §§ 2-718 and 2-719. What is more, as discussed below, Article 2 affords the seller a limited right of cure. If the seller properly and timely cures any defect in the goods or tender, then to that extent, the buyer will not have her remedies for an imperfect tender. [ See generally 2 Hawkland UCC Series § 2-601:2, Westlaw (database updated June 2021); Cure, Installment Contracts, infra .] Cure Generally, the seller’s right to cure under § 2-508 applies if (1) the buyer rejects any tender of delivery due to nonconformity to the contract, and (2) the seller’s time to perform has not yet elapsed. Here, the seller may, within the contractual time for performance, make a conforming delivery, provided the seller seasonably notifies the buyer of the seller’s intention to cure. As discussed below, the seller’s time to perform may, in limited circumstances, be extended beyond the contractual time. [ See U.C.C. § 2-508 (1951).] Note : Most of the rules on the seller’s right to cure are default rules that the parties may vary by agreement. [ See U.C.C. § 1-302(a) (2001); 2 Hawkland UCC Series § 2-508:1, Westlaw (database updated June 2021).]
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