You Received Defective or Wrong Goods: How a California Buyer Rejects Them or Revokes Acceptance

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

A California buyer that accepted goods and found the defects later may still be able to return them by revoking acceptance. Revocation is allowed when the nonconformity substantially impairs the goods' value and the buyer accepted without discovering it, because discovery was difficult or the seller gave assurances. The buyer must act within a reasonable time after it discovered, or should have discovered, the problem, and must notify the seller. (Com. Code, § 2608.) Kolmogorov Law, P.C. represents buyers and sellers in sale of goods disputes.

Call (909) 235-6116 or contact us online to discuss a shipment you want to reject or return.

The situation: the goods arrive and something is wrong

A restaurant group orders ovens and the units delivered run on the wrong voltage. That is a rejection case.

A packaging company accepts forty pallets of film. Three weeks into production, a coating defect appears that no receiving inspection would have caught. That is a revocation case.

The Commercial Code treats the two differently, and the buyer's own conduct can move it from one to the other. The wider framework is on our sale of goods disputes page.

Step one: inspect before you accept or pay

Unless the contract says otherwise, the buyer may inspect the goods before payment or acceptance, at any reasonable place and time and in any reasonable manner. The buyer bears the cost of inspection but may recover it if the goods do not conform and are rejected. (Com. Code, § 2513, subds. (1), (2).)

Acceptance happens in three ways. After a reasonable opportunity to inspect, the buyer tells the seller the goods conform or that it will keep them anyway. The buyer fails to reject effectively after that opportunity. Or the buyer does an act inconsistent with the seller's ownership, though a wrongful act is acceptance only if the seller ratifies it. (Com. Code, § 2606, subd. (1).) Time and silence can amount to acceptance. So can putting the goods to use.

Step two: reject nonconforming goods the right way

If the goods or the tender "fail in any respect to conform to the contract," the buyer may reject the whole, accept the whole, or accept any commercial unit and reject the rest. (Com. Code, § 2601.) Installment contracts and agreed limits on remedies are exceptions. A nonconforming installment may be rejected only if the defect substantially impairs its value and cannot be cured, or the required documents are defective. Even then, the buyer must accept the installment if the seller gives adequate assurance of cure, unless the defect substantially impairs the whole contract. (Com. Code, § 2612, subds. (2), (3).) Clauses that limit remedies are covered on our page on limitation of liability clauses.

Rejection must come within a reasonable time after delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (Com. Code, § 2602, subd. (1).)

Say what is wrong. A buyer that fails to state a defect it could have found by reasonable inspection cannot rely on that defect later if the seller could have cured it. Between merchants, the same bar applies after the seller asks in writing for a full and final written statement of all defects. (Com. Code, § 2605, subd. (1).)

Step three: give the seller its chance to cure

If the time for performance has not expired, the seller may seasonably notify the buyer that it intends to cure and then deliver conforming goods within the contract time. A seller that had reasonable grounds to believe the tender would be acceptable may, on seasonable notice, have a further reasonable time to substitute a conforming tender. (Com. Code, § 2508.)

Step four: handle the rejected goods correctly

After rejection, any exercise of ownership by the buyer is wrongful as against the seller. A buyer in possession must hold the goods with reasonable care, at the seller's disposition, long enough for the seller to remove them. (Com. Code, § 2602, subd. (2).)

Merchant buyers have an added duty when the seller has no agent or place of business where the goods were rejected. They must follow the seller's reasonable instructions. Without instructions, they must make reasonable efforts to sell goods that are perishable or threaten to decline in value speedily. (Com. Code, § 2603, subd. (1).) If no instructions come within a reasonable time after notice of rejection, the buyer may store or resell the goods for the seller's account, or reship them to the seller. Doing so is not acceptance or conversion. (Com. Code, § 2604.)

On rightful rejection or justifiable revocation, a buyer has a security interest in goods in its possession for payments made on the price and for reasonable expenses of inspection, receipt, transportation, care, and custody. It may hold and resell the goods as an aggrieved seller could. (Com. Code, § 2711, subd. (3).)

If you already accepted: revocation of acceptance

Acceptance closes the door on rejection. (Com. Code, § 2607, subd. (2).) The buyer may revoke acceptance of a lot or commercial unit "whose nonconformity substantially impairs its value to him" in two situations. In the first, the buyer accepted on the reasonable assumption that the defect would be cured, and it has not been seasonably cured. In the second, the buyer accepted without discovering the defect, and that acceptance was reasonably induced by the difficulty of discovery or by the seller's assurances. (Com. Code, § 2608, subd. (1).)

Revocation must occur within a reasonable time after the buyer discovers or should have discovered the ground for it. It must also come before any substantial change in the condition of the goods that their own defects did not cause. It is not effective until the buyer notifies the seller. (Com. Code, § 2608, subd. (2).) A buyer who revokes has the same rights and duties as one who rejected. (Com. Code, § 2608, subd. (3).)

A buyer that rightfully rejects or justifiably revokes may cancel and recover so much of the price as has been paid, in addition to damages. (Com. Code, § 2711, subd. (1).) A buyer that cannot revoke may still have a damages claim, discussed on our breach of warranty page.

If you are the seller facing a rejection

Check the dates first: delivery, the buyer's notice, and what the notice said. Ask in writing for a full and final statement of defects. Give prompt notice of any intent to cure. Send instructions for the goods. Read both sides' forms, because the governing terms may limit the buyer's remedies; see battle of the forms. If the rejection was wrongful, the seller has its own remedies, covered on our page on seller remedies when a buyer refuses delivery.

What to bring to the first meeting

Bring the purchase order, the acknowledgment, the invoice, and each side's terms. Add delivery receipts, inspection reports, photographs, and test results. Bring every notice about the defects with its date, the seller's replies, and a record of where the goods are now and how they have been used.

Frequently asked questions

We accepted a shipment and found the defects a month later. Can we still send it back and get our money?

Possibly. Under California Commercial Code section 2608, a buyer may revoke acceptance if the defect substantially impairs the goods' value and the buyer accepted without discovering it because discovery was difficult or the seller gave assurances. The buyer must notify the seller within a reasonable time after it discovered, or should have discovered, the defect.

What is revocation of acceptance?

It is the buyer's right under California Commercial Code section 2608 to undo an acceptance of goods. It requires a nonconformity that substantially impairs the value of the lot or commercial unit to the buyer. It also requires a reason the buyer accepted anyway: a reasonably expected cure that did not come in time, or a defect missed because discovery was difficult or the seller gave assurances.

Can a buyer keep using goods after rejecting them?

Not safely. Under California Commercial Code section 2602, any exercise of ownership over rejected goods is wrongful as against the seller. Section 2606 lets the seller treat a wrongful act inconsistent with its ownership as an acceptance by ratifying it. A buyer that must keep operating should get advice first.

The seller says it can fix or replace the defective goods. Do we have to let it try before we cancel?

Sometimes. California Commercial Code section 2508 lets a seller cure a rejected tender if the time for performance has not expired and it gives seasonable notice. A seller that reasonably believed its tender would be acceptable may get a further reasonable time to substitute conforming goods.

What must a buyer do with rejected goods?

A buyer that took possession must hold them with reasonable care for the seller for a time sufficient to permit removal, under California Commercial Code section 2602. A buyer with a security interest under section 2711, as for payments made, may instead hold and resell them. A merchant buyer must sometimes follow the seller's reasonable instructions or try to sell perishable goods. Otherwise, if no instructions come within a reasonable time after notice of rejection, section 2604 lets the buyer store, reship, or resell the goods for the seller's account.

Talk to a California sale of goods attorney

To discuss rejecting a shipment, revoking acceptance, or responding to a rejection, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is a business litigation firm in Irvine, California. Related pages: breach of contract, sale of goods disputes, and breach of warranty between businesses.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract, the timing and content of the notices, and the court.