Is a non-conforming tender acceptable under any circumstances?

A non-conforming tender can be acceptable under specific circumstances, particularly if the buyer accepts the non-conforming goods. In commercial transactions, the Uniform Commercial Code (UCC) allows for some flexibility in contract performance. If a buyer knowingly accepts goods that do not conform to the specifications outlined in the contract, this acceptance typically waives any right to later reject those goods based solely on non-conformity.

This acceptance can occur explicitly, where the buyer communicates their acceptance of the non-conforming goods, or implicitly, by taking actions such as using the goods or failing to notify the seller of the non-conformity within a reasonable timeframe. This principle supports the idea that the parties to a contract may modify their obligations through mutual agreement or conduct, allowing for a practical resolution even when the goods delivered do not strictly meet the contractual terms.

Other options do not reflect the established UCC principles regarding non-conforming goods. For example, stating that non-conforming tender is never acceptable ignores the possibility of acceptance or modification of terms through buyer's actions. The options regarding filing a claim or providing a discount do not inherently create a valid basis for acceptance of a non-conforming tender. Acceptance is fundamentally based on the buyer’s acknowledgment and willingness to accept the goods