UCC § 2-601
Buyer's Rights on Improper Delivery
Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2-718 and 2-719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may (a) reject the whole; or (b) accept the whole; or (c) accept any commercial unit or units and reject the rest.
Professor's notes
Section 2-601 states the perfect-tender rule for single-delivery goods contracts: if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may (a) reject the whole, (b) accept the whole, or (c) accept any commercial unit and reject the rest. The "any respect" standard makes this one of the most buyer-favorable rules in Article 2 — any nonconformity, however trivial, justifies rejection.
The doctrinal move is a deliberate departure from the common-law substantial-performance doctrine. Under the R2d, a party who substantially performs is entitled to the contract price minus damages for the deficiency. Under § 2-601, a buyer who receives nonconforming goods has an unqualified right to reject, even if the nonconformity is minor. The practical force of the perfect-tender rule is softened by the seller's right to cure (§ 2-508) and by the substantial-impairment standard that applies to installment contracts (§ 2-612).
Paradigm: A buyer orders 100 red widgets. Seller delivers 100 blue widgets. Buyer may reject the whole even if blue widgets are commercially equivalent and the buyer's only loss is minor inconvenience. Contrast with the installment-contract rule: if this were a 10-installment contract, buyer could reject a nonconforming installment only if the nonconformity substantially impairs that installment's value and cannot be cured.
Students applying the substantial-performance doctrine from Chapter 20 to goods contracts make a classic category error. Ask: what does "fail in any respect" mean compared to "fail materially"? The § 2-601 standard is stricter. Then ask: how does § 2-508 (cure) and § 2-612 (installment contracts) limit the perfect-tender rule's bite in practice?
Connect to UCC § 2-508 (seller's right to cure, which operates as the primary check on over-rejection), UCC § 2-602 (manner of rightful rejection), UCC § 2-612 (installment contract — substantial impairment required), and R2d § 241 (circumstances relevant to material breach — the common law analogue). Ramirez v. Autosport in Chapter 25 applies § 2-601 in a consumer goods context.
Text
UCC § 2-601. Buyer’s Rights on Improper Delivery.
Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2-718 and 2-719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may
(a) reject the whole; or
(b) accept the whole; or
(c) accept any commercial unit or units and reject the rest.
Note: The supplement reproduces this provision as N.H.R.S.A. 382-A (New Hampshire’s codification of the UCC). The text reflects the post-2022 UCC Article 2 amendments as adopted in New Hampshire.