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9. Buyer’s Waiver of Objections to Documents If a buyer agrees to pay against documents but makes no reservation of rights, then the buyer
cannot recover the payment for any defects that were apparent on the documents’ face. In this event, the buyer is deemed to have accepted the documents. This acceptance of the documents, however, does not necessarily operate as acceptance of the goods, nor does it impair the buyer’s options or remedies for improper delivery ( e.g. , to reject or obtain damages for nonconforming goods). [U.C.C. § 2-605(2), cmt. 4 (1951); 2 Hawkland UCC Series § 2- 605:2, Westlaw (database updated June 2021).] Revoking Acceptance Even if a buyer accepts goods, Article 2 sometimes permits the buyer to revoke acceptance. If the buyer properly revokes acceptance, her rights and obligations are the same as if she had rejected them. However, the circumstances in which the buyer may revoke acceptance are substantially more limited than those in which she can reject goods. [ See U.C.C. § 2-608 (1951).] 1. Basic Requirements for Buyer to Revoke Acceptance The buyer may revoke acceptance of a lot or commercial unit that does not conform to the contract. However, the nonconformity must substantially impair the goods’ value to the buyer. It does not matter whether the seller knows or has notice of the nonconformity. Also, the buyer must have accepted the goods either (1) reasonably assuming that the nonconformity would be cured, and the nonconformity was not seasonably cured, or (2) without discovering the nonconformity, assuming the buyer was reasonably induced to accept the goods by either the difficulty of discovering the nonconformity before acceptance or by the seller’s assurances (whether given in good faith or bad faith). [U.C.C. § 2-608(1), cmts. 2-3 (1951); 2 Hawkland UCC Series § 2-608:1, Westlaw (database updated June 2021).] a. Whether a Nonconformity Substantially Impairs the Goods’ Value to the Buyer The requirement that the nonconformity substantially impair the goods’ value to the buyer normally precludes revocation of acceptance for nominal, minor, or trivial defects, as well as for defects that the seller has corrected. Conversely, substantial impairment does not equate to total impairment; the goods may have some meaningful value to the buyer, even if that value is substantially impaired. The ultimate test is how a reasonable person in the buyer’s position would have reacted to the nonconformity, considering all the surrounding circumstances. Relevant factors include:
the buyer’s needs, overall circumstances, and reaction to the nonconformity; the goods’ market value, reliability, and safety;
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