Also known as: reasonable opportunities to inspect · right to inspect · opportunity to inspect
Written by attorneys — see sources below.
A period of time that a buyer of goods is afforded to examine delivered goods before the buyer's failure to reject constitutes acceptance. The period ends once the buyer has had sufficient time under the circumstances to discover nonconformities through reasonable examination. Acceptance then occurs if the buyer signifies approval or retains the goods without seasonable rejection.
Rowan Russell ordered custom machinery from Redline Automotive. Upon delivery Rowan opened the crates and tested the equipment for two days. Rowan then emailed the seller that the machines performed as specified and would be retained. The communication after inspection operated as acceptance of the goods.
Rebecca Ross received a shipment of electronic components from Radiance Media. The boxes sat unopened in storage for three weeks while interior work continued. Rebecca finally opened them and discovered the wrong voltage rating. The rejection sent the next day came too late because a reasonable opportunity to inspect had already passed.
Rina Rahman purchased software from Riverfront Developments. The package contained a notice that terms inside the box would govern use. Rina installed the program and reviewed the enclosed license before any further use. The opportunity to inspect the terms before continued operation determined whether the license bound the buyer.
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.
View caseA buyer loses the right to reject once a reasonable opportunity to inspect has passed and the buyer fails to make an effective rejection. Retention of the goods after that point constitutes acceptance even if later defects are discovered. The time allowed depends on the nature of the goods and the buyer's circumstances.
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Storing goods without inspection for an extended period can result in acceptance if the delay exceeds a reasonable opportunity to inspect. The buyer must act within a reasonable time after delivery to examine the goods and communicate any rejection. Prolonged retention without inspection operates as acceptance under the UCC.
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A buyer signifies acceptance by telling the seller that the goods conform or that the buyer will keep them despite any nonconformity. This communication must occur after the buyer has had a reasonable opportunity to inspect. Once made, the statement binds the buyer to the goods.
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