Sales and Leases | 18
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 (considering the buyer’s subjective needs and whether the goods objectively satisfied them). Thus, the buyer cannot revoke acceptance for nominal or trivial nonconformities. Also, the buyer must have accepted the goods either (1) reasonably assuming that the nonconformity would be cured, provided 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). 2. Time to Revoke Acceptance The buyer must revoke acceptance (1) within a reasonable time after the buyer discovered or should have discovered the basis for revocation and (2) before any substantial change in the goods’ condition not attributable to the goods’ own defects. Revocation is effective only when the buyer notifies the seller. Seller’s Tender of Delivery and Shipment of Goods From the seller’s perspective, tender means to place and keep conforming goods at the buyer’s disposal, providing any reasonably necessary notification so that the buyer can take delivery. Absent contrary agreement, the buyer’s tender of payment is normally a condition to any duty on the seller’s part to complete or tender delivery. Conversely, the seller’s tender of delivery is generally a condition to the buyer’s duty of acceptance and (unless otherwise agreed) the buyer’s duty to pay for the goods. 1. Seller’s Tender Obligations in a Shipment Contract In a shipment contract, the seller must (unless otherwise agreed) (1) put the goods in a reasonable carrier’s possession and (2) make a reasonable contract for the goods’ transportation. The seller must also promptly notify the buyer of the shipment. 2. Tender of Delivery in a Destination Contract In a destination contract, tender occurs once the carrier tenders the goods to the buyer at the destination. The goods must conform to the contract and be made available at a reasonable place and time, and the seller must give the buyer notice sufficient for the buyer to take delivery. Of course, the seller must also tender any document of title necessary for the buyer to take delivery from the carrier.
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