Printable Format84-2-606. What constitutes acceptance of goods. (1) Acceptance of goods occurs when the buyer
(a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or
(b) fails to make an effective rejection (subsection (1) of section 84-2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
History: L. 1965, ch. 564, § 86; January 1, 1966.
KANSAS COMMENT, 1996
1. This section defines what conduct of the buyer constitutes acceptance of the goods. Acceptance is a term of art under Article 2, and does not turn on passage of title. The consequences of the buyer's acceptance of the goods are set out in 84-2-607.
2. Under paragraph (1)(a), acceptance occurs when, after an opportunity for inspection, the buyer signifies to the seller that the goods conform to the contract or that the buyer will take them despite any nonconformity. Either expression or conduct by the buyer may suffice. For example, tender of a check for payment might constitute acceptance, but only if tender is made with knowledge of any defects. See Evco Distrib., Inc. v. Commercial Credit Equip. Corp., 6 K.A.2d 205, 627 P.2d 374, rev. denied, 229 K. 669 (1981). However, Official Comment 3 indicates that generally payment is only one circumstance indicating acceptance and it is not conclusive.
3. Under paragraph (1)(b), acceptance occurs when the buyer fails to make an effective rejection of the goods under 84-2-601. Rejection requires affirmative action by the buyer; the buyer's silence is not a rejection and thus may constitute acceptance. The buyer has a reasonable time in which to reject the goods before it will be deemed to have accepted them. See 84-2-602(1) and 1996 Kansas Comment 1 to that section. Moreover, this paragraph requires only that the rejection be effective. A rejection may be effective yet wrongful—i.e., in breach of the contract. Such a rejection does not constitute acceptance.
4. Under paragraph (1)(c), acceptance occurs when the buyer takes any action inconsistent with the seller's ownership of the goods. See Linscott v. Smith, 3 K.A.2d 1, 587 P.2d 1271 (1978). For a buyer to accept under this paragraph, the buyer either must know of the defect in the goods or else be deemed to know of the defect as a result of its failure to inspect the goods.
Law Review and Bar Journal References:
The scope of protection afforded a buyer is found in the concept of "acceptance," Keith Hey, 7 W.L.J. 35, 36, 37 (1967).
"The Buyer's Right to Return Unsatisfactory Goods—The Uniform Commercial Code Remedies of Rejection and Revocation of Acceptance," George I. Wallach, 20 W.L.J. 20 (1980).
CASE ANNOTATIONS
1. Nine-month delay in inspecting carpet did not constitute acceptance under facts and circumstances. La Villa Fair v. Lewis Carpet Mills, Inc., 219 Kan. 395, 402, 548 P.2d 825.
2. Under a commercial tripartite finance leasing arrangement, after the supplier has fully performed all acts required under the contract, the agency-lessor assumes the risk of loss by fire. Enco Distributing, Inc. v. Commercial Cred. Equip. Corp., 6 Kan. App. 2d 205, 211, 213, 214, 627 P.2d 374.