Revocation of Acceptance of Goods Notice
(Nonconformance to Contract) (Buyer)

Summary

This revocation of acceptance of goods notice is a letter from a buyer to a seller providing notice of the buyer’s revocation of its prior acceptance of goods. This template includes practical guidance and drafting notes. The statutory basis for this notice is Uniform Commercial Code (UCC) § 2-608, which provides that a buyer may revoke its acceptance of goods (as to an entire lot or any commercial unit thereof) if there is a nonconformity that substantially impairs the value of the goods. The buyer must have accepted the goods (1) on the reasonable assumption that a nonconformity would be cured and it has not been seasonably cured; or (2) without discovery of such nonconformity if its acceptance was reasonably induced by either the difficulty of discovery before acceptance or by the seller’s assurances. Where revocation is permitted, notice must be made within a reasonable time after the nonconformity has been or should have been discovered by the buyer. The revocation is not effective until the buyer gives notice to the seller. Note that under the UCC, an aggrieved buyer is not required to elect between rescission of the contract and recovering damages for breach. What used to be termed “rescission” is now referred to as “revocation of acceptance” by the UCC, and both revocation of acceptance and damages are available as remedies. Although there is no statutory requirement that the notice of revocation of acceptance be in writing, it is advisable since there may be serious consequences arising from the revocation. For further guidance, see Acceptance and Rejection of Goods under the UCC.