The Uniform Commercial Code provides the buyer of delivered goods, which do not conform 100% to what was ordered, the right to: 1) reject the whole; 2) accept the whole, or 3) accept any commercial units, and reject the rest.

No matter what the buyer chooses to do, however, the seller, in such situations, is still subject to the code provisions, which provide the buyer with various damages. These include not only a full return of the purchase price—if it has been paid, but also money to compensate the buyer for her inconvenience.

This section is similar to the rest of the code in that it cannot be read by itself, but rather its true meaning and effect depend on what other parts of the code have to say with regard to the particular situation at hand.

For example, while one section gives the buyer the right to reject “defective goods,” another gives the seller the right to fix them, if he can and chooses to.

A proper rejection under this section then, no matter what it says, does not always give the buyer the right to send back or refuse the delivery. Instead the formal “notice of rejection” may give the seller the option of what to do next. He may choose to repair the defect, if possible, at the premises of the buyer, choose to exchange the goods with other, non-defective goods, accept the return and not hassle his buyer or even do nothing and refuse to accept the rejection, especially when paid up front.

If the seller chooses the last option, he will most likely force his buyer to sue him and prove the defect in a court of law. This may or may not be easy to do. A consumer complaining of defects in a small claims court may not have the proper proof, but may have an ally in the judge or the arbitrator. On the other hand, the judge in a more formal case between a large distributor and a manufacturer will decide the case on whose expert he believes and upon other, more subtle factors.

In any case of this type, a judge will look first to see if there is a contract in which the parties agreed to resolve such disputes by methods other than those of the code. For example, this could include an agreement limiting the seller’s obligation to “repair or replacement only” in the event that defective goods are delivered. As we’ve often noted, the contract sometimes may be no more than the conditions of sale contained on page 62 of the seller’s pattern book or on the reverse side of the buyer’s purchase order.

Any rejection made under this section must be based upon a real defect. No matter what course the buyer chooses, in these situations the seller will always have the right to claim the rejection was improper, since the goods were as perfect as they were agreed to be upon delivery. There have been many cases where a seller, after taking back and reselling rejected goods, has then sued and won monetary damages from the original buyer, who had rejected said goods.

A buyer faced with what she feels is a defective delivery must, under this and other provisions of the code, examine various questions before deciding on a course of action: Is there a “contract” and, if so, what does it say? Is a rejection justified upon the existing grounds? Is there a time period in which such a rejection must be made? Who must be notified, and in what form must such notification be made? What happens if the goods are sent back?