Sales and Leases | 16
course of dealing controls usage of trade.
IV. Performance
Part 5 of Article 2 sets forth detailed provisions regarding the parties’ performance. Other provisions governing performance are scattered throughout Article 2.
The Perfect-Tender Rule Under the perfect-tender rule, both the goods and their tender of delivery must conform to the contract in every respect (including timeliness), no matter how detailed or minute. That is, in most contracts, the seller must perform perfectly, or else be in breach. If the seller fails the perfect-tender rule, the buyer may reject the whole delivery, accept the whole delivery (whether the goods conform or not), or accept any commercial units within the delivery and reject the rest. Different rules apply to installment contracts. But proper cure correspondingly limits the buyer’s remedies for imperfect tender. Cure Generally, the seller’s right to cure under § 2-508 applies if (1) the buyer rejects any tender of delivery due to nonconformity and (2) the seller’s time to perform has not yet elapsed. Here, the seller may, within the contractual time for performance, make a conforming delivery ( e.g. , by repairing or replacing defective goods). The seller must seasonably notify the buyer of any intention to cure. The seller has no right to cure as to accepted goods. 1. Giving the Seller a Further Reasonable Time beyond the Time for Performance to Effectuate a Cure Sometimes, the buyer will reject a nonconforming tender, even though the seller had reasonable grounds for believing that the goods would be acceptable to the buyer—with or without a money allowance ( e.g. , the buyer has previously accepted slightly nonconforming tender). Here, if the seller seasonably notifies the buyer, then the seller has a further reasonable time, beyond the time for performance, to give a substitute, conforming tender. Buyer’s Right to Inspect the Goods Unless otherwise agreed, the buyer has a right to inspect goods that are tendered, delivered, or identified to a sales contract before paying for them or accepting them. The buyer may inspect the goods at any reasonable time or place and in any reasonable manner.
Acceptance and Rejection of Goods
Whether and when the buyer accepts or rejects goods affects many of Article 2’s rules.
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