Sales and Leases | 17
1. How the Buyer Accepts the Goods Normally, the buyer accepts the goods by:
signifying to the seller, by words or conduct and after a reasonable opportunity for inspection, that either the goods conform to the contract or the buyer will take or retain the goods despite any nonconformity; after a reasonable opportunity for inspection, failing to effectively reject the goods; or undertaking any action inconsistent with the seller’s ownership (excluding acts consistent with the buyer’s remedies; reasonable inspection, use, or troubleshooting; or acts that Article 2 requires or authorizes), provided that if the act is wrongful against the seller, the seller must ratify the act. 2. Effects of Acceptance Article 2 lists several effects of the buyer’s acceptance. For one, the buyer must pay the contract rate for any goods accepted, even nonconforming goods (though the buyer may receive an offset for the breach). Also, the buyer cannot reject accepted goods, though she may be able to revoke acceptance. Finally, if the buyer accepts a tender of goods, she must notify the seller of the breach within a reasonable time after she discovers or should have discovered it, or else lose any remedy. But if the buyer takes adequate steps to notify the seller, the buyer may retain her remedies even if the seller never actually receives notice. The notice should particularize the relevant nonconformities. 3. Manner of Rejection To be effective, any rejection must occur within a reasonable time (including a reasonable time for inspection) 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. Once the buyer rightfully rejects the goods, it is wrongful against the seller for the buyer to exercise ownership as to any commercial unit of the rejected goods. This wrongful exercise of ownership entitles the seller to treat the act as acceptance or to recover damages. It is not an exercise of ownership, however, for the buyer to deal with the goods in a manner consistent with her entitlements, remedies, and duties under Article 2. A buyer may have special obligations to the seller as to rightfully rejected goods in her possession. 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.
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