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5. Circumstances in Which Buyer Is Not Entitled to Inspect the Goods before Paying the Purchase Price Unless otherwise agreed, and subject to § 2-321(3), the buyer has no right to inspect the goods before paying the purchase price if the contract provides (1) for delivery "C.O.D." (cash on delivery) or on similar terms, or (2) for payment against documents of title, except if by agreement or usage, payment is due only after the goods are to be available for inspection ( e.g. , when the goods arrive). [U.C.C. § 2-513(3), cmt. 5 (1951); 2 Hawkland UCC Series § 2- 513:2, Westlaw (database updated June 2021).] 6. Place or Method of Inspection That the Parties Have Fixed If the parties fix a place or method of inspection, it is presumed exclusive. However, unless otherwise agreed, it does not postpone the goods’ identification to the contract, nor does it shift either (1) the passing, to the buyer, of risk of loss or (2) the place of delivery. If it becomes impossible to comply with the parties’ fixed place or method of inspection, then the applicable rules discussed above on the buyer’s right of inspection will apply as gap-fillers— with one exception. Namely, the contract will fail, due to this impossibility, if the parties clearly intended for their fixed place or method of inspection to be an indispensable condition whose failure is to avoid the contract. [ See U.C.C. § 2-513(4), cmt. 6 (1951).] Acceptance and Rejection of Goods Whether and when the buyer accepts or rejects goods affects the application of many of Article 2’s provisions, not to mention the parties’ rights and duties in the event of a breach. Accordingly, this section of the outline explores some of the contours of acceptance and rejection. 1. How the Buyer Accepts the Goods Article 2 sets forth specific rules to determine precisely when, if at all, the buyer has accepted the goods. Namely, the buyer accepts the goods if she takes one of three specified actions (or, in some cases, inactions). There is some overlap among these three methods of acceptance, so one act by the buyer may satisfy the requirements for multiple among them. [ See U.C.C. § 2-606(1) (1951).] a. Signifying Acceptance to the Seller The buyer accepts the goods if, having had a reasonable opportunity to inspect them, the buyer signifies to the seller, by words or conduct, that either (1) the goods conform to the contract, or (2) the buyer will take or retain the goods, even though they do not conform. Payment after the seller tenders the goods often signifies acceptance, unless perhaps the buyer is contractually obligated to pay before inspecting the goods. But payment alone is not conclusive if the other circumstances weigh against acceptance. Also, the buyer may
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