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goods, (2) conversion of the goods, or (3) a basis for the seller to obtain damages. [U.C.C. § 2-603(3) (1951).]
Example : A food distributor contracted to buy a shipment of onion seeds from a farmer. Upon taking delivery, the distributor tested the seeds and found that they fell short of the contractually required germination rate. Accordingly, the distributor rejected the seeds and asked the farmer to come get them. Upon receiving no instructions from the farmer, the distributor reasonably and in good faith attempted to sell the seeds for the farmer’s account. The distributor eventually did find a buyer, albeit for less than the contract price. Thus, the distributor was obligated to remit the proceeds to the farmer, perhaps minus reasonable expenses of care and sale and an appropriate commission. [ Adapted from Graaff v. Bakker Bros. of Idaho, Inc. , 934 P.2d 1228 (Wash. Ct. App. 1997).] 7. Buyer’s Option to Salvage Rightfully Rejected Goods If the buyer (whether a merchant or not) receives no instructions from the seller within a reasonable time after notifying the seller of the rejection, and if the merchant buyer’s abovementioned obligations regarding rightfully rejected goods do not apply, then the buyer may take one of three specified actions. For one, the buyer may store the goods for the seller’s account. Alternatively, the buyer may either reship the goods to the seller or resell the goods for the seller’s account. If the buyer elects to resell the goods, then she has the same right of reimbursement as that of a merchant buyer who must make reasonable efforts to resell the goods for the seller’s account without instructions from the seller, discussed above. Apart from reimbursement, the buyer must remit the proceeds to the seller. Of course, if the buyer takes any of these actions, it is neither acceptance nor conversion. [U.C.C. § 2-604, cmt. (1951); Merchant Buyer’s Duties as to Rightfully Rejected Goods, supra .] 8. Buyer’s Waiver of Objections by Failure to Particularize Special rules apply if the buyer rejects goods but, in connection with the rejection, fails to state a particular defect that one could ascertain by reasonable inspection. Namely, the buyer cannot rely on the unarticulated defect to justify rejecting the goods or to establish breach if either of two facts is true. First, the seller could have cured the defect, in a manner that satisfies all the requirements of a proper cure, had the buyer stated it seasonably. Second, assuming the transaction is one between merchants, the seller has, after rejection and in writing, requested a full, final statement of all defects on which the buyer wants to rely. If the buyer is precluded from relying on an unstated defect here, and there is no other basis for an effective rejection, then the buyer may be held to have accepted the goods for lack of an effective rejection. [U.C.C. § 2-605(1) (1951); 2 Hawkland UCC Series § 2-605:1, Westlaw (database updated June 2021); Cure, supra .]
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