Under the Uniform Commercial Code (UCC) as adopted in New Mexico, specifically Article 2 governing the sale of goods, the concept of “perfect tender” is a fundamental principle. This principle, outlined in UCC § 2-601, generally allows a buyer to reject goods if they fail in any respect to conform to the contract. However, this rule is subject to several significant exceptions and limitations. One such exception is the “cure” by the seller, as detailed in UCC § 2-508. If the time for performance has not yet expired, and the seller has made a conforming delivery or tender, the seller may notify the buyer of their intention to cure and then make a conforming tender within the contract time. More importantly for this scenario, if the seller had reasonable grounds to believe that the nonconforming tender would be acceptable to the buyer, with or without a money allowance, the seller may, if they seasonably notify the buyer, have a further reasonable time to make a conforming tender. This “further reasonable time” exception is crucial when a seller makes a mistake in delivering goods that are not precisely what was ordered, but they have a legitimate expectation that the buyer would accept a substitute or a minor deviation, especially if the contract is silent on minor variations or if industry practice allows for such flexibility. The seller must act promptly upon discovering the nonconformity and must have a valid, objective basis for believing the tender would be acceptable. The buyer’s rejection must also be reasonable, and the seller’s ability to cure is not indefinite. In New Mexico, as in other UCC states, the spirit of the law encourages good faith and commercial reasonableness in contractual dealings. The scenario presented tests the application of this “cure” provision when a seller makes an initial nonconforming tender but has a reasonable belief that the buyer would accept it, and then seeks to rectify the situation.

In New Mexico, as under the Uniform Commercial Code (UCC) Article 2, the concept of “perfect tender” is a fundamental principle governing the buyer’s right to reject goods. The perfect tender rule, as codified in UCC § 2-601, generally allows a buyer to reject goods if they fail in any respect to conform to the contract. However, this rule is subject to several important exceptions and qualifications. One such significant exception is the “cure” provision found in UCC § 2-508. This section permits a seller, who has made an improper delivery or tender, to cure the defect if the time for performance has not yet expired. Cure involves the seller making a conforming tender of the goods or a part of them. The seller must seasonably notify the buyer of their intention to cure and must then make a conforming delivery within the contract time. If the seller had reasonable grounds to believe that the non-conforming tender would be acceptable to the buyer, with or without a money allowance, the seller may have a further reasonable time to substitute a conforming tender even if the contract time has already passed. This provision aims to prevent the forfeiture of contracts due to minor defects and encourages fair dealing between merchants. Therefore, if a seller can demonstrate reasonable grounds for believing their initial tender was acceptable and can subsequently provide conforming goods within a reasonable time after the original contract deadline, they may successfully cure the defect and avoid rejection by the buyer.

The core issue here is determining the proper place of rejection for goods delivered by a buyer under New Mexico law, specifically as governed by Article 2 of the Uniform Commercial Code (UCC). When a buyer rightfully rejects goods, they are obligated to hold the goods with reasonable care for a time sufficient to permit their removal by the seller. This obligation is not an absolute ownership transfer but a custodial duty. If the buyer has a security interest in the goods because they have paid part of the purchase price or incurred expenses with respect to them, and the seller fails to make arrangements for their removal, the buyer may sell the goods. However, this sale is not a general right to dispose of the goods; it is a specific remedy available when the buyer has a security interest and the seller is in default regarding their retrieval. The explanation of why other options are incorrect relies on understanding the buyer’s limited duties upon rightful rejection. The buyer is not obligated to resell the goods if they do not have a security interest. They are not permitted to simply abandon the goods, as this would be a breach of their duty of care. Furthermore, while a buyer might have a right to recover damages, the act of reselling the goods is a specific remedy tied to the existence of a security interest and the seller’s failure to act. The UCC, particularly in sections dealing with rejection and buyer’s remedies, outlines these precise obligations and rights. In New Mexico, the principles of UCC Article 2 are adopted, meaning these general rules apply unless specifically modified by state statute, which is not the case here for these core principles. Therefore, the buyer’s obligation is to hold the goods with reasonable care until the seller can arrange for their disposition, especially if no security interest is established.

The New Mexico Uniform Commercial Code (UCC) Article 2 governs contracts for the sale of goods. When a contract for sale involves a merchant, the UCC provides specific rules that may differ from those applicable to non-merchants. In this scenario, both “Artisan’s Forge” and “Desert Blooms Nursery” are merchants because they deal in goods of the kind involved in the transaction (custom metal sculptures and decorative plants, respectively) and hold themselves out as having special knowledge or skill regarding those goods. The question revolves around the concept of a firm offer. Under UCC § 2-205, an offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months. Here, Artisan’s Forge, a merchant, made an offer to sell sculptures to Desert Blooms Nursery, also a merchant, in a signed writing stating the offer would be held open for sixty days. This constitutes a firm offer. Since sixty days is less than three months, the offer is irrevocable for the stated period of sixty days. Desert Blooms Nursery’s acceptance occurred within this sixty-day period. Therefore, the contract is formed. The core concept tested here is the creation of a firm offer by a merchant under New Mexico law, which prevents the offeror from revoking the offer during the specified period, provided certain conditions are met, including the offer being in a signed writing and providing assurance of its duration. This is a key distinction in sales law, emphasizing the heightened standards for merchants.

In New Mexico, under UCC Article 2, when a buyer rejects goods due to a non-conformity that is curable, the seller has a right to cure if the time for performance has not yet expired. This right to cure is outlined in New Mexico UCC § 55-2-508. The seller can make a conforming tender of a new or corrected performance within the contract time. If the seller had reasonable grounds to believe the tender would be acceptable with or without money allowance, and seasonably notifies the buyer, they may have a further reasonable time to cure even beyond the contract time. In this scenario, the contract specified delivery by June 1st. The initial delivery on May 20th contained non-conforming widgets. The seller’s offer to replace the non-conforming widgets with conforming ones on May 25th, which is before the June 1st deadline, constitutes a valid cure. The buyer is obligated to accept this cure as the seller is acting within the contractually agreed-upon timeframe for performance. The buyer’s refusal to accept the cure, when the seller has a right to provide it, would be a breach of contract on the buyer’s part. The core concept being tested is the seller’s right to cure under UCC § 55-2-508 and its application within the contract’s performance period.

Under New Mexico’s adoption of the Uniform Commercial Code (UCC) Article 2, the concept of “perfect tender” is a fundamental principle governing the seller’s obligation to deliver conforming goods. Section 2-601 of the UCC outlines the buyer’s remedies when the seller’s tender of delivery fails in any respect to conform to the contract. This means that if the goods or the tender of delivery do not perfectly match the contract’s specifications, the buyer generally has the right to reject the entire shipment, accept the entire shipment, or accept any commercial unit or units and reject the rest. However, this strict rule is subject to several exceptions. One significant exception is the seller’s right to cure the non-conformity, as provided in Section 2-508. If the time for performance has not yet expired, and the seller had reasonable grounds to believe that the tender would be acceptable with or without a money allowance, the seller may seasonably notify the buyer of their intention to cure and then make a further conforming tender within the contract time. Another crucial exception, particularly relevant in commercial settings, is the “installment contract” provision under Section 2-612. If the contract requires or authorizes the delivery of goods in separate lots to be separately accepted, the buyer may reject a non-conforming installment only if the non-conformity substantially impairs the value of that installment and cannot be cured. Furthermore, if the non-conformity of an installment substantially impairs the value of the whole contract, there is a breach of the whole. The scenario presented involves a contract for specialized electronic components, which are typically considered commercial units. The seller tenders delivery with a minor defect in packaging for a portion of the components, but the components themselves are functional and meet all specifications. The contract does not explicitly state it is an installment contract. Given these facts, the seller may have a right to cure the defect in packaging, provided the time for performance has not expired and they had reasonable grounds to believe the tender would be acceptable. If the seller can seasonably cure the packaging defect within the contract period, the buyer would be obligated to accept the tender. If the contract were an installment contract, the buyer could only reject the non-conforming installment if the defect substantially impaired its value and could not be cured. Without the contract being an installment contract, the perfect tender rule, with its cure exception, applies. The defect is in the packaging, not the goods themselves, suggesting a potential for cure.

The core issue here revolves around the concept of “conforming goods” and the buyer’s right to reject non-conforming goods under New Mexico’s Uniform Commercial Code (UCC) Article 2. When a seller delivers goods that do not conform to the contract, the buyer generally has the right to reject them. However, this right is not absolute and is subject to certain limitations and seller’s rights. Specifically, if the seller has a reasonable expectation that the non-conforming tender would be acceptable with a price allowance, or if the seller, after having knowledge of the particular defect, makes a seasonable written notification to the buyer of their intention to cure, they may have the opportunity to cure the defect. In this scenario, the contract specified “Grade A” apples. The delivery of “Grade B” apples is a clear non-conformity. The buyer, Ms. Anya Sharma, has the right to reject the shipment. The seller, “Orchard Delights Inc.,” did not offer a price allowance, nor did they provide a seasonable written notification of their intent to cure the defect after receiving notice of the non-conformity. Therefore, the buyer’s rejection is valid, and the seller cannot compel acceptance of the non-conforming goods. The buyer’s remedy is to reject the goods and pursue other available remedies, such as seeking cover or damages for breach. The seller’s argument that the apples were still usable and that the buyer should have accepted them with a price reduction is an attempt to force acceptance of non-conforming goods without following the proper UCC procedures for cure or modification. The contract was for Grade A apples, and Grade B apples do not conform to that specification.

The scenario involves a contract for the sale of specialized geological surveying equipment between a New Mexico-based firm, “TerraScan Solutions,” and a supplier in Arizona. The contract specifies that the goods must conform to precise environmental operating parameters, including a minimum operating temperature of \(-15^{\circ}\text{C}\) and a maximum humidity of \(85\%\) non-condensing. Upon delivery in New Mexico, TerraScan Solutions discovers that the equipment malfunctions when ambient temperatures drop below \(-10^{\circ}\text{C}\), failing to meet the specified minimum operating temperature. Furthermore, in humid conditions, the internal components exhibit condensation, exceeding the \(85\%\) humidity limit. Under UCC Article 2, as adopted by New Mexico, such a deviation from the contract’s express warranties regarding conformity to specifications constitutes a breach of contract. The buyer, TerraScan Solutions, has several remedies available. One primary remedy is the right to reject the non-conforming goods. Rejection must be timely and must occur within a reasonable time after delivery and tender. Given that the defects were discovered upon initial use and testing under conditions that would reasonably be expected in New Mexico, the rejection appears to be timely. The UCC also allows for revocation of acceptance if the non-conformity substantially impairs the value of the goods and the buyer accepted them on the reasonable assumption that the seller would cure the non-conformity or without discovery of the non-conformity, if the acceptance was reasonably induced by the difficulty of discovery before acceptance. However, in this case, the defects were discovered upon delivery and initial attempted use, making rejection the more appropriate initial remedy. The seller, “DesertDrill Supplies,” being an Arizona entity, does not alter the application of New Mexico’s UCC Article 2 for a contract concerning goods delivered within New Mexico, as the place of delivery often governs the substantive law applicable to the sale. The seller is obligated to cure the non-conformity, which in this instance would involve providing equipment that meets the stated specifications. If the seller fails to cure, or if the buyer rejects the goods, the buyer may then seek cover (procure substitute goods) and recover damages for the difference between the cost of cover and the contract price, plus incidental and consequential damages. Alternatively, the buyer could seek damages for breach of warranty, which would be the difference between the value of the goods as accepted and the value they would have had if they had conformed to the contract. The prompt specifically asks about the buyer’s immediate recourse upon discovering the defects at the point of tender and initial testing.

The scenario involves a contract for the sale of custom-made pottery wheels between a manufacturer in New Mexico and a buyer in Arizona. The buyer, operating a pottery studio in Arizona, specifically requested wheels designed to meet certain torque specifications and with a unique aesthetic finish. The manufacturer, based in New Mexico, agreed to these terms. UCC § 2-313, which governs express warranties, states that affirmations of fact or promises made by the seller to the buyer which relate to the goods and become part of the basis of the bargain create an express warranty that the goods shall conform to the affirmation or promise. In this case, the manufacturer’s explicit promise to design the wheels to the buyer’s precise torque specifications and to apply a specific aesthetic finish constitutes an express warranty. When the delivered wheels fail to meet these specified torque requirements, even though they are functional as general pottery wheels, the goods do not conform to the express warranty. Therefore, the manufacturer has breached the express warranty. The fact that the wheels are custom-made and the specifications were provided by the buyer does not negate the existence of the express warranty; rather, it forms the very basis of the bargain. The location of the parties (New Mexico and Arizona) does not alter the applicability of UCC Article 2 to the sale of goods, as both states have adopted versions of the Uniform Commercial Code. The core issue is the non-conformity of the goods to the explicit promises made by the seller.

In New Mexico, under UCC Article 2, when a buyer rightfully rejects goods due to a non-conformity, and the seller fails to make a conforming delivery or cure within a reasonable time, the buyer generally has the right to cover. This means the buyer can, in good faith and without unreasonable delay, purchase substitute goods in substitution for those due from the seller. The buyer may then recover from the seller as damages the difference between the cost of cover and the contract price, together with any incidental or consequential damages, but less expenses saved in consequence of the seller’s breach. In this scenario, Mateo’s purchase of the specialized geological surveying equipment from a different supplier in Arizona for \$55,000, after rejecting the non-conforming equipment from Mesa Minerals Inc., constitutes a valid act of cover. The original contract price was \$50,000. Therefore, the difference in cost is \$55,000 – \$50,000 = \$5,000. Mateo can recover this difference. Additionally, Mateo incurred \$1,500 in reasonable expenses in arranging for the substitute equipment, which are considered incidental damages under UCC § 2-715. Thus, the total damages Mateo can recover are the difference in cost plus incidental damages: \$5,000 + \$1,500 = \$6,500. This recovery is permissible because Mateo acted in good faith and without unreasonable delay in procuring the cover goods, and the substitute equipment was a reasonable replacement for the non-conforming goods.

In New Mexico, under UCC Article 2, when a buyer rightfully rejects goods, they generally have a duty to hold the goods with reasonable care for a time sufficient to permit the seller to retrieve them. This duty applies whether the rejection is based on a total failure to conform or a breach of warranty. The buyer is not obligated to ship the rejected goods back to the seller, especially if the seller has no place of business within the market of rejection or has no agent there. If the seller gives no instructions within a reasonable time after receiving notice of rejection, the buyer may then store the goods for the seller’s account, reship them to the seller, or resell them for the seller’s account. The UCC § 2-602 and § 2-603 outline these rights and duties. Specifically, § 2-603 addresses a merchant buyer’s duties when goods are rejected. If the buyer is a merchant, they have an obligation to follow any reasonable instructions from the seller with respect to the goods. If the seller gives no instructions and the goods are perishable or threaten to decline in value speedily, the merchant buyer must make reasonable efforts to sell them for the seller’s account. If the buyer is not a merchant, or if the goods are not perishable, the buyer’s primary duty is to hold them for the seller’s disposition. The scenario describes a non-merchant buyer who received goods that did not conform to the contract. Upon rightful rejection, the buyer’s obligation is to hold the goods for the seller’s account. Without specific instructions from the seller, and given the goods are not described as perishable or threatening to decline in value, the buyer is not compelled to resell them. Instead, the buyer must reasonably care for the goods and await instructions. Therefore, the buyer’s primary obligation is to hold the goods for the seller.

The scenario involves a contract for the sale of goods between a buyer and a seller in New Mexico. The buyer, a vineyard owner, ordered a specialized grape-harvesting machine from a manufacturer. The contract specified that the machine must be capable of harvesting Pinot Noir grapes with a moisture content not exceeding 12%. Upon delivery, the machine consistently harvests grapes with a moisture content averaging 14%. The buyer, relying on the contractual specification, rejects the machine. Under New Mexico’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically regarding warranties, the seller has made an express warranty. An express warranty is created by any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain. Here, the seller’s promise regarding the machine’s capability to harvest grapes with a specific moisture content is an express warranty. When the delivered machine fails to meet this specification, it constitutes a breach of that express warranty. The buyer’s rejection is therefore justified. The UCC, as adopted in New Mexico, provides remedies for breach of warranty, including the right to reject non-conforming goods. The core issue is whether the machine conforms to the contract, and the stated moisture content is a critical performance characteristic that was warranted. The buyer’s rejection is a valid exercise of their rights under UCC § 2-601 (Perfect Tender Rule, with exceptions not applicable here) and § 2-608 (Revocation of Acceptance, if acceptance had occurred, which it has not). The question tests the understanding of express warranties and the buyer’s right to reject non-conforming goods under New Mexico law.

The core issue in this scenario revolves around the concept of “perfect tender” and its exceptions under the Uniform Commercial Code (UCC), specifically as adopted in New Mexico. Article 2 of the UCC generally requires that goods delivered by a seller conform to the contract in every respect. This is known as the perfect tender rule. However, the UCC provides several mechanisms that can modify or excuse strict adherence to this rule. One such mechanism is the seller’s right to cure a non-conforming tender, as outlined in UCC § 2-508. This right is particularly relevant when the time for performance has not yet expired. In this case, the contract stipulated delivery by July 1st. The seller delivered on June 28th, which was within the agreed-upon timeframe. The defect identified by the buyer, a minor cosmetic imperfection on the exterior casings of the specialized scientific instruments, did not fundamentally impair the function or value of the instruments for their intended scientific purpose. While the buyer has the right to reject non-conforming goods, the seller, having made a timely delivery, still has an opportunity to cure the defect if the time for performance has not yet passed. Since the seller learned of the non-conformity before the July 1st deadline, they can seasonably notify the buyer of their intention to cure and make a conforming delivery within the contract time. The buyer’s immediate rejection without affording the seller an opportunity to cure, given the nature of the defect and the remaining time, would be premature under the UCC. Therefore, the seller retains the right to cure the minor cosmetic defect.

The scenario involves a buyer’s rejection of goods under New Mexico’s Uniform Commercial Code (UCC) Article 2. Specifically, it tests the concept of rightful rejection and the buyer’s duties upon rejection. When goods are delivered that do not conform to the contract, the buyer generally has the right to reject them. However, this rejection must be done within a reasonable time after their delivery and must be seasonably communicated to the seller. Crucially, after rightful rejection, the buyer holds the goods as a bailee for the seller and has a duty to exercise reasonable care in holding and preserving them. This duty extends to making reasonable attempts to sell the rejected goods for the seller’s benefit if the goods are perishable or threaten to decline in value speedily. The question asks about the buyer’s obligations after rightfully rejecting a shipment of specialized, time-sensitive electronic components that are deteriorating in value. Given the nature of the goods, the buyer’s obligation to take reasonable steps to mitigate further loss for the seller is paramount. This includes attempting to resell the components if it’s commercially reasonable to do so, thereby acting as a bailee. The buyer is not obligated to return the goods unless the seller has provided instructions or the contract specifies this. The buyer also does not have an unlimited right to store the goods indefinitely without attempting to minimize the seller’s potential loss. Therefore, the buyer’s primary duty in this situation, as a bailee, is to take reasonable steps to prevent further decline in the value of the goods, which would include attempting a commercially reasonable resale.

The core issue here is whether the contract for the specialized ceramic tiles is for the sale of goods or for services, and how New Mexico’s adoption of the Uniform Commercial Code (UCC) Article 2 applies. In New Mexico, as in most states, the predominant purpose test is used to determine if a mixed contract (goods and services) falls under UCC Article 2. If the predominant purpose is the sale of goods, UCC Article 2 applies. If the predominant purpose is services, common law contract principles apply. In this scenario, the custom-designed ceramic tiles are clearly tangible personal property, and the manufacturing and delivery of these specific tiles form the core of the transaction. While installation is a service, it is ancillary to the primary purpose of acquiring the unique tiles. Therefore, the contract is predominantly for the sale of goods. Under UCC Article 2, specifically as adopted in New Mexico, a contract for the sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. An oral agreement for the sale of goods priced at \( \$500 \) or more is generally enforceable if there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought. However, an exception exists for specially manufactured goods. New Mexico UCC § 2-201(3)(a) states that a contract which does not satisfy the writing requirement of subsection (1) but is valid in other respects is enforceable: “with respect to goods for which payment has been made and accepted or which have been received and accepted.” Another relevant exception, § 2-201(3)(b), provides that such a contract is enforceable “with respect to goods which have been specially manufactured for the buyer and which are not suitable for sale to others in the ordinary course of the seller’s business and as to which the seller has made a substantial beginning of their manufacture or commitments for their procurement on or before notice of repudiation is received.” In this case, “Artisan Ceramics” began the substantial manufacturing process for the custom tiles, which are inherently not suitable for sale to others in the ordinary course of their business due to their unique design and specifications. This constitutes a substantial beginning of manufacture. Therefore, even if the contract was oral and for a value exceeding \( \$500 \), it would be enforceable against “Desert Dwellings LLC” under the specially manufactured goods exception in New Mexico UCC § 2-201(3)(b), as Artisan Ceramics had already made substantial commitments and begun manufacture.

The scenario describes a contract for the sale of goods between a manufacturer in New Mexico and a distributor in Arizona. The contract specifies that the goods must conform to the description provided in the catalog. Upon delivery in Arizona, the distributor discovers that the goods are of a different model than described. Under the Uniform Commercial Code (UCC) Article 2, which is adopted by New Mexico, a buyer has the right to reject non-conforming goods. This right of rejection is a fundamental remedy for breach of contract when the goods delivered do not meet the contract’s specifications. The UCC, as adopted in New Mexico, provides for a “perfect tender rule” (though subject to certain exceptions not relevant here), meaning the seller must deliver goods that precisely conform to the contract. If the goods do not conform, the buyer can reject them. The buyer’s options upon rejection include canceling the contract and seeking damages, or in some cases, “covering” by purchasing substitute goods and suing for the difference. The key principle is that the buyer is entitled to goods that meet the agreed-upon terms. The fact that the seller is in New Mexico and the buyer is in Arizona does not alter the application of UCC Article 2, as it governs sales of goods regardless of the states involved, provided the contract is for the sale of goods. The distributor’s discovery of the non-conformity triggers their right to reject the goods.

In New Mexico, under the Uniform Commercial Code (UCC) Article 2, the concept of “perfect tender” generally allows a buyer to reject goods if they fail in any respect to conform to the contract. However, this rule is subject to several important exceptions and nuances. One such exception is the “cure” provision, codified in UCC § 2-508. This section permits a seller, who has delivered nonconforming goods, to have an opportunity to correct the defect if the time for performance has not yet expired. If the seller seasonably notifies the buyer of their intention to cure and makes a conforming delivery within the contract time, the buyer must accept the conforming goods. Furthermore, if the seller had reasonable grounds to believe that the nonconforming tender would be acceptable to the buyer (either because of prior dealings, trade usage, or specific assurances), and the seller seasonably notifies the buyer of their intention to cure, the seller may have a further reasonable time to make a conforming tender beyond the original contract deadline. This extended cure period is not automatic and depends on the seller’s reasonable belief and timely notification. The scenario describes a seller who, upon notification of nonconformity, immediately offers to replace the defective components. This action constitutes a seasonable notification of intent to cure. Since the contract deadline for delivery has not passed, the seller is entitled to make a conforming delivery within that original timeframe. The buyer’s refusal to allow the seller to replace the parts before the contract deadline expires, when the seller has indicated their intent to cure, would likely constitute a wrongful rejection under New Mexico law as interpreted by UCC Article 2.

In New Mexico, as under the Uniform Commercial Code (UCC) Article 2, when a contract for the sale of goods is formed, and the seller is not a merchant, the risk of loss generally passes to the buyer upon tender of delivery. Tender of delivery occurs when the seller makes conforming goods available to the buyer and gives the buyer any notification reasonably necessary to enable him to take delivery. If the seller is a merchant, the risk of loss passes to the buyer on receipt of the goods. In this scenario, Mateo’s Artistry is not described as a merchant in the context of selling pottery. Therefore, the risk of loss passes to Isabella upon Mateo’s tender of delivery, which is when he makes the pottery available at his studio for her to pick up, as no other arrangement for delivery was specified. The fact that Isabella chose not to pick them up immediately does not shift the risk back to Mateo, as he fulfilled his obligation by tendering delivery. The New Mexico UCC, specifically mirroring the general provisions of UCC § 2-509, dictates this risk allocation in the absence of a specific agreement to the contrary.

In New Mexico, under UCC Article 2, a buyer’s right to reject goods is a crucial remedy when the seller breaches the contract by delivering non-conforming goods. The “perfect tender rule,” as codified in UCC § 2-601, generally allows a buyer to reject the entire shipment, any commercial unit, or accept any part and reject the rest if the goods or the tender of delivery fail in any respect to conform to the contract. However, this rule is subject to several exceptions. One significant exception is the seller’s right to cure a defect, as outlined in UCC § 2-508. If the time for performance has not yet expired, and the seller had reasonable grounds to believe that the tender would be acceptable or that a money allowance would be accepted, the seller may notify the buyer of their intention to cure and make a conforming delivery within the contract time. If the contract time has expired, the seller may still have a right to cure if they had reasonable grounds to believe the non-conforming tender would be acceptable, and they seasonably notify the buyer and make a conforming delivery within a further reasonable time. In the scenario presented, the delivery of artisanal adobe bricks that are slightly irregular in shape, while non-conforming, might not automatically entitle the buyer to outright rejection without considering the seller’s potential right to cure, especially if the defect is minor and the seller can rectify it within a reasonable time or before the contract deadline. The buyer’s immediate, absolute rejection without allowing for cure, particularly if the defect is curable and the seller has grounds to believe the tender would be acceptable or a price adjustment would suffice, could itself be a breach if the seller has a valid right to cure under New Mexico law. The question probes the buyer’s absolute right to reject versus the seller’s potential right to cure under the UCC as adopted in New Mexico.

Under New Mexico’s Uniform Commercial Code (UCC) Article 2, specifically concerning the sale of goods, a buyer’s right to reject non-conforming goods is a crucial remedy. When goods delivered by a seller do not conform to the contract, the buyer generally has the right to reject them. This rejection must typically occur within a reasonable time after delivery and must be communicated to the seller. The buyer must also hold the goods with reasonable care for a time sufficient to permit the seller to remove them. If the buyer accepts the goods, they generally lose the right to reject them, although they may still have remedies for breach of warranty. However, if the buyer discovers a non-conformity after acceptance, they can revoke acceptance under certain conditions, but this is a more stringent standard than rejection. The core principle is that the buyer is entitled to receive goods that conform to the contract’s specifications. New Mexico law, as adopted from the UCC, emphasizes good faith and commercial reasonableness in these transactions. The buyer’s ability to reject is not absolute; for instance, if the seller has a right to cure the defect, the buyer’s rejection might be temporarily suspended. Furthermore, if the contract is divisible, the buyer may be able to accept conforming installments and reject non-conforming ones. The explanation focuses on the buyer’s initial right to reject when faced with non-conforming goods, a fundamental aspect of Article 2 in New Mexico.

The scenario describes a contract for the sale of specialized electronic components between a New Mexico manufacturer, “ElectroTech Solutions,” and a Nevada-based distributor, “Circuitry Unlimited.” The contract specifies that ElectroTech Solutions will deliver the components to a common carrier in New Mexico for shipment to Circuitry Unlimited in Nevada. The contract also includes a clause stating that “acceptance of the goods by the buyer shall be final and irrevocable.” UCC § 2-513 in New Mexico, as adopted from the Uniform Commercial Code, governs the buyer’s right to inspect goods before payment or acceptance. Generally, a buyer has the right to inspect goods after their arrival and before acceptance, even if the contract requires payment before inspection. This right of inspection is a fundamental aspect of contract law under the UCC, designed to ensure that the buyer receives conforming goods. The clause attempting to make acceptance “final and irrevocable” upon delivery to the carrier is problematic. While parties can modify UCC provisions, they cannot negate fundamental rights like the right to inspect, especially when it concerns the conformity of goods to the contract. The UCC’s provisions on inspection are generally considered mandatory unless explicitly waived in a very specific and clear manner that does not circumvent the core purpose of inspection. In this case, the language used is broad and attempts to preclude inspection altogether, which would likely be held invalid as it goes against the spirit and purpose of UCC § 2-513. Therefore, Circuitry Unlimited retains the right to inspect the components upon arrival in Nevada, and their acceptance, even if stated as final, can be revoked if the inspection reveals non-conformity, provided they act within a reasonable time and notify ElectroTech Solutions. The core issue is whether the contractual clause effectively waives the right to inspect. Under UCC § 2-513, the right to inspect is a powerful protection for the buyer. While parties can agree to different inspection procedures or even waive the right, the waiver must be clear and unambiguous. A general statement that acceptance is “final and irrevocable” upon tender to a carrier does not meet this standard, as it attempts to prevent the very examination that would determine if acceptance is warranted. The UCC prioritizes the buyer’s ability to verify that the goods conform to the contract before being irrevocably bound.

The scenario presented involves a contract for the sale of specialized geological surveying equipment between a New Mexico-based company, “TerraScan Solutions,” and a buyer in Arizona, “Desert Data Dynamics.” The contract specifies that the equipment must conform to the precise technical specifications detailed in Exhibit A, which includes tolerances for sensor accuracy and data processing speed. TerraScan Solutions delivers the equipment, but Desert Data Dynamics discovers that the sensor accuracy exceeds the stated tolerance by a margin of 0.05%. Under New Mexico’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically concerning the sale of goods, a buyer generally has the right to reject non-conforming goods. The concept of “perfect tender” under UCC § 2-601 allows a buyer to reject goods if they fail in any respect to conform to the contract. However, UCC § 2-602 outlines the manner of rejection, requiring that it be done within a reasonable time after delivery and that the buyer seasonably notify the seller. Furthermore, UCC § 2-608 provides for “revocation of acceptance” if a non-conformity substantially impairs the value of the goods and was initially accepted on the reasonable assumption that the non-conformity would be cured or because the non-conformity was not discovered before acceptance. In this case, the deviation in sensor accuracy, while a non-conformity, may not necessarily “substantially impair” the value of the equipment for its intended purpose without further information. The buyer’s immediate rejection, if timely and properly communicated, would be governed by the perfect tender rule. If the buyer had accepted the goods and then discovered the issue, revocation of acceptance would be the relevant pathway, requiring a substantial impairment. Given that Desert Data Dynamics immediately notified TerraScan Solutions upon discovery and indicated their intent to reject, the primary legal framework is the buyer’s right to reject non-conforming goods under the perfect tender rule, provided the rejection is proper and timely. The question tests the understanding of the buyer’s remedies for non-conforming goods in New Mexico under UCC Article 2, specifically the distinction between rejection and revocation of acceptance, and the conditions for each. The deviation of 0.05% in sensor accuracy constitutes a non-conformity. The buyer’s immediate notification and intent to reject align with the requirements for rejection under UCC § 2-602. The core issue is whether this non-conformity allows for rejection under the perfect tender rule. The UCC generally permits rejection for any non-conformity, even minor ones, unless specific exceptions apply. Since no exception like a cure or a cure period is mentioned, the buyer is likely within their rights to reject.

In New Mexico, under UCC Article 2, when a buyer rejects goods due to a non-conformity that is curable, the seller has a right to cure the defect. This right is generally exercised by the seller providing a reasonable time to perform the contract, which may include a reasonable time beyond any contractually stipulated delivery date if the seller had reasonable grounds to believe the non-conforming tender would be acceptable with or without a money allowance. The buyer cannot reject goods for a latent defect that could have been discovered upon reasonable inspection at the time of delivery if the seller had a reasonable expectation that the buyer would have discovered it. However, if the seller had no reasonable grounds to believe the tender would be acceptable, and the buyer rejects the non-conforming tender, the seller does not have a right to cure. The question hinges on whether the seller had a reasonable belief that the initial tender was acceptable, even with a minor defect, and if the defect was discoverable upon reasonable inspection at the time of delivery. In this scenario, the defect in the precision-machined components was a subtle deviation in tolerance that was not immediately apparent and required specialized testing equipment to detect. The seller, a reputable manufacturer of such components, had supplied similar batches to the buyer previously without issue and had no reason to suspect a deviation in this particular batch, especially since the buyer’s standard inspection protocols did not involve the specific testing required to identify this particular deviation. Therefore, the seller had reasonable grounds to believe the tender would be acceptable, and the defect, while present, was not discoverable through the buyer’s reasonable inspection at the time of delivery. This grants the seller a right to cure.

The core issue here revolves around the concept of “perfect tender” under UCC Article 2, specifically as applied in New Mexico. The UCC generally requires goods to conform to the contract in every respect, allowing the buyer to reject the entire shipment if there is any non-conformity. However, there are exceptions. In this scenario, the contract specified “premium grade adobe bricks.” The delivered bricks, while structurally sound and usable for construction, were found to be a mix of premium and standard grade, with approximately 15% being standard grade. This constitutes a non-conformity. Under UCC § 2-601, the buyer has the right to reject the goods if they “fail in any respect to conform to the contract.” The buyer’s immediate rejection of the entire shipment is therefore a valid exercise of their right. The seller’s argument that the non-conformity was minor and that the bricks were still functional does not negate the buyer’s right to reject under the perfect tender rule, unless a specific exception applies. No exceptions like installment contracts (§ 2-612) or cure (§ 2-508) are indicated as being invoked or applicable here. The buyer’s rejection is effective because the goods did not conform to the express warranty of “premium grade adobe bricks.”

In New Mexico, as under the Uniform Commercial Code (UCC) Article 2, a contract for the sale of goods may be modified without new consideration if the modification is made in good faith. However, if a contract is for the sale of goods priced at \( \$500 \) or more, any modification must be in writing and signed by the party against whom enforcement of the modification is sought, unless an exception applies. This requirement is known as the UCC’s “statute of frauds” provision for sales of goods, codified in New Mexico as NMSA § 55-2-209. The scenario describes an oral modification to an existing written contract for the sale of specialized astronomical equipment, which initially had a total price of \( \$15,000 \). The oral modification increased the price by \( \$2,000 \), bringing the new total to \( \$17,000 \). Since the original contract price and the modified price both exceed \( \$500 \), the statute of frauds applies. An oral modification that materially alters the price of a contract for the sale of goods priced at \( \$500 \) or more generally requires a writing to be enforceable. The exception for a “no oral modification” clause in the original contract is not present, nor is there an exception for partial performance that is specifically enforceable. Therefore, the oral modification to increase the price is not enforceable. The contract remains enforceable under its original terms. The question asks about the enforceability of the oral modification itself. Since the oral modification is for a price exceeding \( \$500 \) and lacks the required writing, it is unenforceable.

The scenario describes a contract for the sale of specialized manufacturing equipment between a New Mexico-based manufacturer, “Desert Forge,” and a Nevada-based supplier, “Sierra Machining.” The contract specifies that the goods must conform to detailed technical specifications provided by Desert Forge. Sierra Machining delivers equipment that, upon installation and testing, fails to meet a critical performance metric related to its operational uptime, specifically operating continuously for 72 hours without requiring manual intervention, as stipulated in the contract. This failure constitutes a breach of the express warranty created by the description of the goods in the contract, as per New Mexico UCC § 55-2-313. The failure to meet this performance standard means the goods are non-conforming. When a buyer rejects non-conforming goods, they generally have the right to recover so much of the price as has been paid. In this case, Desert Forge has paid a deposit of $50,000. Upon rightful rejection of the non-conforming goods, Desert Forge is entitled to recover this deposit. The question asks about the remedy available to Desert Forge upon rightful rejection. The core principle here is the buyer’s right to restitution for payments made on goods that are rightfully rejected due to non-conformity, particularly when the non-conformity is a breach of an express warranty. New Mexico UCC § 55-2-711 outlines the buyer’s remedies in general circumstances where the seller fails to make delivery or the buyer rightfully rejects or revokes acceptance. It states that where the buyer rightfully rejects or revokes acceptance, the buyer may recover so much of the price as has been paid. Therefore, Desert Forge can recover the $50,000 deposit.

The scenario involves a buyer, “Albuquerque Artisans,” and a seller, “Santa Fe Sculptures,” in New Mexico. The contract for custom-made ceramic tiles specifies that delivery must be made by August 1st, and the tiles must conform to the agreed-upon artistic specifications. Albuquerque Artisans discovers on July 28th that the tiles delivered on July 25th are not only late but also contain significant defects in the glaze, failing to meet the agreed-upon artistic specifications. Under New Mexico’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically concerning the sale of goods, the buyer has remedies when the goods delivered do not conform to the contract. The concept of “rejection” is central here. A buyer can reject goods if any non-conformity substantially impairs their value to the buyer. In this case, both the lateness of delivery and the defective glaze constitute non-conformities. The buyer has a reasonable time to inspect the goods and a reasonable time after inspection to reject them. Given the defects discovered on July 28th for goods delivered on July 25th, the buyer is acting within a reasonable timeframe. Furthermore, the seller’s failure to deliver by the August 1st deadline, coupled with the non-conforming goods, constitutes a breach of contract. The buyer can reject the entire shipment because the non-conformity substantially impairs the value of the goods. The UCC also allows for the revocation of acceptance if a non-conformity substantially impairs the value of the goods, but rejection is the initial step when defects are discovered upon delivery. The buyer is entitled to cancel the contract and seek remedies for the breach. The question asks about the buyer’s most appropriate action regarding the non-conforming goods. Rejection of the entire lot is permissible due to the substantial impairment caused by both lateness and defects.

The scenario involves a contract for the sale of custom-designed ceramic tiles between a New Mexico manufacturer, “Adobe Artisans,” and a Nevada-based hotel developer, “Desert Sands Resorts.” The contract specifies that Adobe Artisans will produce 5,000 unique mosaic tiles, each depicting a different New Mexico landscape, for a total price of $50,000. Delivery is scheduled for October 15th. On October 10th, Adobe Artisans informs Desert Sands Resorts that due to an unforeseen equipment malfunction, they will only be able to produce 4,000 tiles by the delivery date, and the remaining 1,000 tiles will be delayed until November 1st. This situation implicates the concept of anticipatory repudiation under UCC Article 2, as adopted in New Mexico. Anticipatory repudiation occurs when one party unequivocally indicates that they will not perform their contractual obligations before the performance is due. Under New Mexico law, similar to other states adopting the Uniform Commercial Code, a party receiving notice of a substantial impairment of performance has several options. They can treat the contract as repudiated and sue for damages, await performance for a commercially reasonable time, or, importantly, suspend their own performance. In this case, Desert Sands Resorts can reasonably view the inability to deliver the full quantity of custom tiles by the agreed-upon date as a material breach. The UCC provides that when a seller’s performance is rendered substantially non-conforming, the buyer may, under New Mexico Statute § 55-2-601, reject the whole, accept the whole, or accept any commercial unit or units and reject the rest. However, the anticipatory repudiation aspect allows for a more immediate response. The seller’s communication of inability to perform a significant portion of the contract before the due date, without assurance of future performance, constitutes a repudiation. Therefore, Desert Sands Resorts is justified in treating the contract as breached and seeking remedies, such as covering by purchasing similar tiles from another supplier and claiming the difference in price from Adobe Artisans. The question focuses on the buyer’s rights upon receiving such notice of partial non-performance prior to the scheduled delivery date, which falls under the anticipatory repudiation doctrine and the buyer’s right to reject non-conforming goods or treat the contract as breached.

The New Mexico Uniform Commercial Code (UCC) Article 2, specifically concerning the sale of goods, addresses situations where a buyer rejects goods due to non-conformity. When a buyer rightfully rejects goods, they have certain rights and obligations. Under New Mexico UCC § 2-602, rejection must occur within a reasonable time after delivery and the buyer must seasonably notify the seller. After rightful rejection, the buyer holds the goods with reasonable care for a time sufficient to permit the seller to remove them. The buyer cannot exercise ownership rights over the rejected goods. In this scenario, the purchase of specialized welding equipment by “Desert Forge Metals” from “Mountain Steel Supplies” in New Mexico, followed by Desert Forge Metals’ rejection of the equipment due to a manufacturing defect rendering it unusable for their intended purpose, establishes a rightful rejection. Desert Forge Metals’ subsequent use of the welding equipment to complete a crucial contract, thereby exercising dominion and control over the goods, constitutes an acceptance of the goods despite the prior rejection. This action, by exercising ownership rights inconsistent with the seller’s ownership, revokes the rejection. Therefore, Desert Forge Metals is obligated to pay the contract price for the welding equipment. The contract price is \( \$50,000 \).

The scenario involves a contract for the sale of specialized industrial equipment between a New Mexico manufacturer, “Desert Dynamics,” and a Texas-based buyer, “Lone Star Logistics.” The contract specifies that delivery is to be made F.O.B. (Free On Board) Desert Dynamics’ manufacturing facility in Albuquerque, New Mexico. The Uniform Commercial Code (UCC) Article 2, as adopted in New Mexico, governs this transaction. Under UCC § 2-319, when the term F.O.B. is used with the name of a designated place, it is a delivery term. If the term is F.O.B. the seller’s city, as it is here (Albuquerque), the seller must, at its own expense and risk, put the goods into the possession of a carrier at that port. The risk of loss passes to the buyer when the goods are delivered to the carrier. In this case, Desert Dynamics loaded the specialized equipment onto a truck operated by “Swift Haulage,” an independent carrier, at their Albuquerque facility. At the moment the truck departed from the facility, the goods were considered to be in the possession of the carrier, and thus, the risk of loss transferred to Lone Star Logistics. The subsequent damage to the equipment during transit, while unfortunate, does not shift the liability back to Desert Dynamics because the risk had already passed. Therefore, Lone Star Logistics bears the loss.