Also known as:non-conforming goods · nonconforming good · nonconformity of goods
Written by attorneys · grounded in primary & secondary sources — see below
Goods that fail to meet contractual specifications. Such goods permit the buyer to reject the tender or revoke acceptance and pursue remedies under the Uniform Commercial Code.
Sources & Authorities
How it applies
Common Examples
2
Mixed Tire Shipment Creates Contract
MetroLine Bus Company ordered 200 heavy duty bus tires for immediate shipment from Apex Tire Distributors. Apex shipped 140 conforming tires along with 60 lighter duty tires at the contract price and included only a vague note that the lighter tires were sent to get the fleet rolling. MetroLine rejected the lighter tires. Because Apex failed to seasonably notify MetroLine that the nonconforming tires were offered only as an accommodation, the shipment operated as an acceptance that simultaneously breached the contract.
Limited Remedy for Defective Panels
North Utilities contracted with Elm Wind for 500 photovoltaic panels meeting specified wattage and efficiency ratings. Elm Wind delivered 200 panels that fell short of the ratings. The contract limited the buyer's remedies to repair or replacement of nonconforming panels. North Utilities rejected the entire shipment and sued for breach, claiming the limited remedy failed of its essential purpose because the underperforming panels prevented regulatory compliance for the integrated solar array.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Casebooks
Study Supplements
Dictionaries
Common questions
Frequently Asked
4
When does shipment of nonconforming goods operate as acceptance rather than a counteroffer?+
Shipment of nonconforming goods operates as acceptance unless the seller seasonably notifies the buyer that the shipment is offered only as an accommodation. Vague notes about substitutions or getting the fleet rolling do not qualify as clear accommodation notice. The result is simultaneous contract formation and breach.
Supporting sources
What remedies are available when a buyer receives nonconforming goods?+
A buyer may reject the whole, accept the whole, or accept any commercial unit and reject the rest. The buyer may also pursue damages, cover, or specific performance when the goods fail to conform. Contractual limitations on remedies to repair or replacement may apply unless they fail of their essential purpose.
Supporting sources
Does a buyer lose the right to reject nonconforming goods by delay?+
Yes. Rejection must occur within a reasonable time after delivery and the buyer must seasonably notify the seller. Extended storage without inspection or communication constitutes acceptance even if defects are later discovered.
Supporting sources
Can a seller cure a nonconforming tender after delivery?+
A seller may cure by substituting conforming goods within the contract time after seasonable notice. Additional time beyond the contract date is available when the seller reasonably believed the original tender would be acceptable with a money allowance and the cure occurs within a further reasonable period.
Supporting sources
29 F.3d 1173, 1178 (7th Cir. 1994)Contracts
…warranty but over whether Northrop waited more than the “reasonable time” that the Uniform Commercial Code allows the buyer of nonconforming goods to reject them. UCC § 2-602(1). That in fact is how the magistrate judge framed the issue, as we shall see. But the parties continue to treat it as a “warranty” case. Their implicit view is…
ContractsFormation of contracts · Mutual assent (including offer and acceptance, and unilateral, bilateral, and implied-in-fact contracts)UBEFoundational