On The System Of Rejection Of The Goods By The Buyer

Centuries have been past since the Common Law stipulates that the buyer has the rights to rejects the non-conforming goods or tender from the seller. Article 148 in China's Contract Law has similar stipulation, but it is so sketchy that various issues arise.There is a close relation between rejection of goods and rescission of a contract. In English Law, rejection of goods is also called rescission of a contract within the scope of sales of goods. But UCC regards it as a defense to the buyer's rejection of the performance. There isn't an ascertained rule about rejection of goods in the Civil Law. However, the Civil Law stipulates that the obligee can reject to accept the obligor's performance when the performance has no interest for the obligee, which in fact has the same effects as rescission. In addition, in the plea of simultaneous performance most breach categories of seller including delay performance, defective performance or partially performance can drive the buyer to reject the goods. Apart from the rule of the buyer's rejection, UCC also stipulates that the buyer can revoke the acceptance. Both of them can forces the goods back on the seller and ask for rescission, but there exist differences between them.As a basic rule, perfect tender is accepted by UCC; at the same time substantial performance and seller's right to cure are stipulated in the UCC in order to mitigate the harshness of the perfect tender rule. In English case law and statute, when a stipulation in contract of sale can be classified as condition terms, some intermediate terms or fundamentalterms, the breach of them may give rise a right to treat the contract as rescission for the buyer.The buyer should exercise the rejection rights in a proper way. Firstly, his acts can't constitute acceptance of goods; Secondly, the buyer should give the seller seasonable notification of rejection; Thirdly, after rejection the buyer has the security duty.In China's Contract Law buyer's rejection constitutes a form of rescission, which is different from refusing to take delivery and returning the goods. China's Contract Law should give the definition of "acceptance" to distinguish the rejection and returning the goods. On the basis of this, the Contract Law should further perfect the rule of rejection.