
UCC Performance Rules
A. Perfect tender – subject to some exceptions, the seller is obligated to deliver perfect goods (subject to installment K rules)
B. Cure – in certain circumstances the seller is given the opportunity to cure
1. Time for performance has not yet expired
a. Seller can always cure before it expires
2. Time for performance has expired
a. Seller can cure if they had reasonable grounds for believing that the imperfect tender would be acceptable (ex – money allowance, prior dealings)
C. Rejection of the goods
1. Must be before acceptance
2. If the goods are not perfect then the buyer has the option to reject unless it is an installment contract
D. Installment contracts
1. Definition – requires or authorizes:
a. Delivery in separate lots, and
b. Each is to be separately accepted
2. No perfect tender rule
3. “Substantial Impairment” – buyer has the right to reject an installment only if there is a “substantial impairment” in that installment that can’t be cured
E. Acceptance
1. When?
a. Express acceptance
b. Payment w/o opportunity to inspect is not acceptance
c. Implied acceptance – retention of the goods after opportunity to inspect and without objection
2. If buyer accepts the goods, he cannot later reject them
F. Revocation of acceptance
1. Requirements
a. Non-conformity
b. “Substantial Impairment”
c. Excuse
i. Latent defect
ii. Reliance on seller’s assurances
d. Within a reasonable time after discovery
G. Payment
1. Must be in cash unless otherwise agreed
2. Checks are ok
a. Seller does not have to accept the check, but must give the buyer additional reasonable time if not accepted
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