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3. Manner of Rejection To be effective, any rejection must occur within a reasonable time after the goods are tendered or delivered. In addition, the buyer must seasonably notify the seller of the rejection. A rejection need not be rightful to be effective. However, a wrongful rejection, although effective, is a breach of contract by the buyer. [U.C.C. § 2-602(1) (1951); 2 Hawkland UCC Series § 2-602:2, cmt. 3, Westlaw (database updated June 2021).] a. Reasonable Time for Rejection At a minimum, a reasonable time for rejection must include a reasonable time for the buyer to inspect the goods for any nonconformity. In addition, a reasonable time for rejection may include time for (1) the parties to negotiate or for the seller to afford a remedy, (2) the buyer to conduct any tests, or (3) qualified third parties to inspect the goods. The parties may, of course, agree on a reasonable time for rejection, so long as that time is not manifestly unreasonable. Generally, if the buyer actually does make a reasonable inspection, yet the buyer retains and uses the goods for a substantial period after that, a reasonable time has passed. [ GE Packaged Power, Inc. v. Readiness Mgmt. Support, LC , 510 F.Supp.2d 1124 (N.D. Ga. 2007); 2 Hawkland UCC Series § 2-602:1, Westlaw (database updated June 2021); Failure to Make an Effective Rejection, supra .] b. Seasonably Notifying the Seller of a Rejection To be seasonable, any notification must occur within any agreed time or, if none, a reasonable time. Ideally, the notification should be written, but some authority permits oral notification. [ See U.C.C. § 1-205(b) (2001); 2 Hawkland UCC Series § 2-602:1, Westlaw (database updated June 2021); Manner of Notifying Seller, supra .] c. Factors Relevant in Assessing Reasonable Time for Rejection and Seasonable Notification; Purposes of Notice Requirements In determining whether rejection occurred within a reasonable time or whether notification to the seller was seasonable, one must consider not only the goods’ nature, along with any course of performance, course of dealing, or usage of trade, but also the purposes of the notice requirement. These purposes include: permitting the seller to determine whether the buyer’s claims are meritorious before too much time has passed; enabling the seller to exercise its right to cure, if applicable; letting the seller attempt to mitigate damages by some means, such as cure or resale; and facilitating the seller’s ability to preserve the goods themselves, relevant evidence, or both.
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