UCC 2 601 (Explained: Buyer’s Rights on Improper Delivery)

Looking for UCC 2 601?

What are the buyer’s rights on improper delivery as per the Uniform Commercial Code?

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Let me explain provision 2 601 of UCC!

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What Is UCC 2 601 

UCC 2 601 refers to Section 2 601 of the Uniform Commercial Code titled “Buyer’s Right on Improper Delivery”.

Under this provision of the Uniform Commercial Code, if the seller does not deliver the goods purchased by the buyer that conforms to the contract, then the buyer has the right to reject the improper delivery.

The purpose of this provision is to ensure that the buyer receives tender of goods in conformity with the contract.

Let’s look at the specifics of § 2-601 UCC.

UCC 2 601 Overview

Section 2-601 of UCC outlines the buyer’s rights when the seller does not provide the delivery of goods consistent with the terms of the contract. 

UCC 2 601 Buyer’s Rights

When the seller fails to deliver the goods that respect the terms of the contract, the buyer is given certain rights under UCC.

Under UCC 2-601(a), the buyer has the right to reject the delivery in whole.

In addition, under UCC 2-602(b), the buyer has the right to accept the delivery even though it does not conform to the contract.

Alternatively, the buyer may accept any commercial unit or units of the delivery and reject the rest as per UCC 2-602(c).

UCC 2 601 Partial Acceptance

A partial acceptance of goods delivered is permitted under UCC regardless of the fact that the accepted goods actually conform to the contract or not.

When there is partial acceptance, the parties must exercise good faith and commercial reasonableness to avoid any undue impairment of the value of the remaining portion of the goods to be delivered.

UCC 2 601 Exceptions

There are two exceptions that are provided for in 2-601 of the Uniform Commercial Code:

• Subject to the provisions of UCC on breach of installment contracts (Section 2-612 UCC)
• And unless agreed under the Sections on contractual limitations of remedy (Sections 2-718 UCC and 2-719 UCC)

These exceptions should be considered by a buyer before exercising its rights on improper delivery outlined in UCC 2 601.

UCC 2-601 Takeaways 

So there you have it folks!

Can the buyer reject goods that do not conform to the contract?

Further to the general rule outlined in UCC (the Uniform Commercial Code), a contracting party must deliver goods that conform perfectly to the buyer’s demands (this is the “perfect tender rule”).

Otherwise, the buyer will have the right to either reject the delivery in whole, accept it in whole, or accept any commercial uni or units and reject the rest.

If you are involved in a contract subject to the rules of UCC or need to assess your legal rights and obligations, you should consult a contract attorney or trial attorney for qualified advice.

Good luck!

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Now, let’s look at a summary of our findings.

Uniform Commercial Code 2 601 Overview

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