Does acceptance bar all remedies for nonconforming goods?

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.

When does a buyer accept goods under the UCC?

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.

Must a buyer pay the contract price after accepting goods?

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.

Legal Dictionary

acceptance of goods

/ak-SEP-tuhns uhv GOODS/phrase

Also known as: accept goods · accepts goods · accepted goods · accepting goods · goods acceptance · UCC acceptance · buyer acceptance

Written by attorneys — see sources 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.

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How its tested

Common Examples

Buyer Installs Nonconforming Minibars

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.

Buyer Stores Destroyed Seed After Acceptance

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.

From our library

Key Cases Using This Term

Roth Steel Products v. Sharon Steel Corp.

Put it into practice

Test Yourself

Practice Essays5

Buyer Keeps Software After Reviewing License

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.

ProCD, Inc. v. Zeidenberg86 F.3d 1447 (7th Cir. 1996)

ProCD, Inc. compiled information from more than 3,000 telephone directories into a computer database. The database cost more than $10 million to compile and is expensive to keep current. ProCD sells a version of the database called SelectPhone on CD-ROM discs. The company sold the database to the general public for personal use at a low price of approximately $150 for the set of five discs while selling information to the trade for a higher price. Every box containing its consumer product declares that the software comes with restrictions stated in an enclosed license. This license is encoded on the CD-ROM disks as well as printed in the manual and appears on a user's screen every time the software runs. The license limits use of the application program and listings to noncommercial purposes. Matthew Zeidenberg bought a consumer package of SelectPhone in 1994 from a retail outlet in Madison, Wisconsin. He formed Silken Mountain Web Services, Inc. to resell the information in the SelectPhone database. Zeidenberg purchased two additional SelectPhone packages, each with an updated version of the database. He made the latest information available over the World Wide Web for a price through his corporation. ProCD filed this suit seeking an injunction against further dissemination that exceeds the rights specified in the licenses. The district court held the licenses ineffectual because their terms do not appear on the outside of the packages. The court added that the second and third licenses stand no different from the first because they might have been different.

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