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pay the contract rate for any goods accepted even if those goods are defective, or if the seller has otherwise breached the contract. Here, of course, the buyer may be entitled to an offset for any damages resulting from the seller’s breach. [U.C.C. § 2-607(1) (1951); Audio Visual Artistry v. Tanzer , 403 S.W.3d 789 (Tenn. Ct. App. 2012); 2 Hawkland UCC Series § 2-607:2, Westlaw (database updated June 2021).] Example : A retailer contracted to buy 20 cases of Christmas ornaments from a manufacturer for $500 per case. When the manufacturer delivered the ornaments, the retailer rejected seven cases as nonconforming and accepted the remaining 13 cases. Here, the retailer must pay the contract rate, $500 per case, for each of the 13 cases she accepted. Thus, the retailer owes the manufacturer $6,500 ($500 x 13 cases). [ Adapted from Polar Trading, Inc. v. Amboy Closeouts, Inc. , 899 S.W.2d 577 (Mo. Ct. App. 1995).] b. Acceptance as Precluding Rejection of Goods Accepted Once the buyer accepts any goods, the buyer can no longer reject those goods. Under the right circumstances, of course, the buyer may revoke acceptance, as discussed below. But acceptance is irrevocable if the buyer accepted the goods knowing of a nonconformity— unless the buyer accepted the goods reasonably assuming that there would be seasonable cure of any nonconformity. Otherwise, though, acceptance does not impair any other Article 2 remedy for nonconformity. [U.C.C. § 2-607(2) (1951).] Example : An industrialist contracted with a manufacturer to buy machines to run an assembly line at the industrialist’s factory. Upon receiving the machines and using them for a time, the industrialist found that they often jammed and missed, which impeded production. When the industrialist notified the manufacturer of these problems, the manufacturer promised to send employees to remedy the defects in the machines. Based on these assurances, the industrialist accepted the machines. Here, the industrialist accepted the machines with knowledge of defects in them. However, he likely did so on the reasonable assumption that any nonconformities would be seasonably cured, considering the manufacturer’s assurance that its employees would fix the machines. Thus, the industrialist may be able to revoke acceptance. [ Adapted from Lenkay Sani Prods. Corp. v. Benitez , 47 A.D.2d 524 (N.Y. App. Div. 1975).] Acceptance and Installment Contracts In an installment contract, acceptance of one installment does not preclude rejection of future installments. [U.C.C. § 2-607, cmt. 3 (1951).]
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