Also known as: accept goods · accepts goods · accepted goods · accepting goods · goods acceptance · UCC acceptance · buyer acceptance
Written by attorneys · grounded in primary & secondary sources — see below
Conduct by which a buyer of goods indicates to the seller that the goods conform to the contract or that the buyer will retain them despite any nonconformity. The conduct occurs after a reasonable opportunity to inspect and may consist of an express statement, a failure to make an effective rejection, or any act inconsistent with the seller's ownership. Acceptance cuts off the right to reject the goods.
Maple Suites received minibars from Vertex Hospitality that used too much energy. After inspecting the units and receiving a promise of later replacement, Maple Suites installed them in guest rooms before peak season. When the promised replacement never occurred, Maple Suites attempted to reject the minibars. Because Maple Suites had accepted the goods, rejection was unavailable even though the nonconformity remained uncured.
Gold Growers signed for a delivery of corn seed from Crown Organic and stored the pallets in its barn. A roof collapse later destroyed most of the seed. Gold Growers refused to pay the remaining contract price. Because Gold Growers had accepted the seed by taking possession, Crown Organic could recover the full price despite the subsequent loss.
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Zeidenberg purchased a software package from ProCD and opened it to find license terms inside. After installing and testing the software, Zeidenberg learned the license restricted commercial use but did not return the package. ProCD sued to enforce the license. Zeidenberg's retention of the software after inspection constituted acceptance, allowing enforcement of the license terms.
No. Acceptance precludes rejection and, when made with knowledge of a nonconformity, generally bars revocation unless cure was reasonably assumed. Other remedies such as damages for breach of warranty remain available provided the buyer gives timely notice of the breach.
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Acceptance occurs when the buyer, after a reasonable opportunity to inspect, signifies that the goods conform or will be retained despite nonconformity, fails to make an effective rejection, or performs any act inconsistent with the seller's ownership.
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Yes. Once acceptance occurs the buyer must pay at the contract rate for the goods accepted. Subsequent destruction or nonconformity discovered after acceptance does not excuse the payment obligation.
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…of rights often require referring to related uniform commercial code provisions. See O.R.C. Sec. 1302.64 (what constitutes acceptance of goods). [^maj-15]: The judicial admission exception, O.R.C. Sec. 1302.04(C)(2) (U.C.C. Sec. 2-201(3)(b)), provides: (c) A contract which does not satisfy the requirements of division…