Intent to Cure Defective Shipment Notice
(Seller) (CA)

Summary

This intent to cure defective shipment notice is a letter from a seller to a buyer to provide notice that the seller intends to cure a defective shipment of goods in accordance with California law. This template includes practical guidance, drafting notes, and alternate and optional clauses. The California Uniform Commercial Code (UCC) requires "perfect tender" of goods by a seller to a buyer, meaning that the tender must precisely conform to the terms of the parties' agreement. See Cal. U. Com. Code § 2601. However, where a seller's tender or delivery is rejected as nonconforming and the time for the seller's performance has not yet expired, the seller may seasonably notify the buyer that it intends to cure and may then make a conforming delivery within the time allotted for by the parties' contract. Cal. U. Com. Code § 2508(1). In transactions where a buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable (with or without a monetary allowance), the seller will be afforded a reasonable time to substitute a conforming tender so long as it provides seasonable notice to the buyer. Cal. U. Com. Code § 2508(2). Such reasonable grounds may be based upon, among other things, the parties' prior course of dealing, course of performance, usage of trade, and the particular circumstances surrounding the contract. However, sellers will be required to strictly comply with the contract when warranted by the circumstances, such as where the contract expressly precludes any replacements, involves the sale of precision parts or chemicals used in manufacturing, or the buyer's prior course of dealing would indicate that substitute goods would not be acceptable. For additional guidance, see Acceptance and Rejection of Goods under the UCC. UCC Remedies for Buyer and Seller and Third-Party Rights, UCC Damages and Remedies, and Mitigation of Damages in Sale of Goods Contracts.