Acceptance of Goods Clause

Summary

This clause on acceptance of goods set for use in Canadian commercial sale/purchase agreements provides inspection timing, rejection mechanics, and consequences of non-conformity. It is intended to help counsel define when goods are deemed accepted, how defects are reported, and what remedies follow rejection or non-conforming delivery, with jurisdiction-sensitive drafting that avoids accidentally waiving latent defect or warranty claims. This clause includes practical guidance, drafting notes and an alternate clause. This clause should be tailored to the governing provincial/territorial sale of goods regime, the parties' warranty package, and the operational reality of inspection (packaging, sampling, QA testing, and installation). Pay particular attention to (i) carving out latent defects and longer-duration warranties from short notice windows, (ii) aligning rejection/return handling with risk of loss and title terms, and (iii) ensuring "law non-compliance" rejection triggers are ...