In New Hampshire, under UCC Article 2, a buyer’s right to reject goods is a crucial remedy when the goods fail to conform to the contract. This right is generally exercised before acceptance. However, UCC § 2-608 addresses “Revocation of Acceptance” in situations where a buyer has already accepted goods, but later discovers a substantial impairment in their value that was not readily apparent at the time of acceptance. For revocation of acceptance to be valid, the buyer must have accepted the goods on the reasonable assumption that a non-conforming tender would be cured and it has not been cured, or without discovery of such non-conformity if the acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the assurances of the seller. The non-conformity must substantially impair the value of the goods to the buyer. The buyer must revoke acceptance within a reasonable time after the buyer discovers or should have discovered the ground for it and must give notice to the seller. The explanation of the concept centers on the buyer’s ability to undo acceptance due to latent defects or uncorrected assurances, provided the defect significantly diminishes the goods’ utility to the buyer and the revocation is timely and properly communicated. This differs from rejection, which occurs prior to acceptance.

Under New Hampshire’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically RSA 382-A:2-615, a seller may be excused from performance if that performance has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made. This doctrine, commonly known as “commercial impracticability,” requires more than mere increased cost or difficulty; the event must be unforeseen and render performance substantially more burdensome. In this scenario, the unforeseen and extreme disruption to the global shipping lanes, directly impacting the availability of the specialized electronic components sourced exclusively from overseas, constitutes such an event. The seller’s inability to secure the components at any commercially reasonable price or alternative source, due to the widespread port closures and container shortages directly linked to the pandemic, makes performance impracticable. The contract was premised on the assumption that these components would be available through established global supply chains, an assumption that was fundamentally undermined by the pandemic’s impact. Therefore, the seller is excused from performance.

The core of this question revolves around the concept of “perfect tender” in sales contracts under the Uniform Commercial Code (UCC), specifically as applied in New Hampshire. The UCC, in Article 2, generally requires that the goods delivered by a seller conform precisely to the contract specifications. This is known as the perfect tender rule. If the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole, accept the whole, or accept any commercial unit or units and reject the rest. However, there are exceptions and limitations to this rule. One significant exception is found in UCC § 2-508, which allows a seller to “cure” a non-conforming tender if the time for performance has not yet expired. Cure is the seller’s opportunity to fix the non-conformity. In this scenario, the contract specified delivery by October 31st. The initial delivery on October 20th was non-conforming due to a defect. The seller, upon notification of the defect, immediately offered to replace the defective units with conforming ones. Since the seller’s offer to cure was made before the contractually stipulated delivery deadline of October 31st, the seller is entitled to make a conforming delivery. The buyer’s refusal to allow the seller to cure, when the time for performance had not yet passed and the seller acted promptly, constitutes a breach of contract by the buyer. Therefore, the buyer cannot rightfully reject the entire shipment under these circumstances. The seller’s right to cure is a crucial protection against the harshness of the perfect tender rule, especially when the defect is minor and can be rectified within the contract period. New Hampshire, by adopting the UCC, follows this principle.

In New Hampshire, under UCC Article 2, when a buyer rejects goods because they fail to conform to the contract, and the seller has a right to cure the non-conformity, the buyer’s obligation to hold the goods with reasonable care is paramount. This duty arises from the buyer’s possession of the goods after rejection. The buyer cannot treat the goods as their own property or use them in a manner that would diminish their value or the seller’s ability to reclaim them. Specifically, if the buyer has paid all or part of the price, they have a security interest in goods in their possession or control for any payments made on account and any expenses reasonably incurred in their inspection, receipt, transportation, care, and custody and then may hold the goods and resell them in the same manner as an aggrieved seller. However, the UCC does not mandate that the buyer must immediately resell the goods upon rejection if the seller has a right to cure. The buyer’s primary duty is to preserve the goods in their possession. If the buyer fails to exercise reasonable care in holding the goods, they may be liable to the seller for any loss resulting from that failure. The scenario describes the buyer using the non-conforming equipment for their business operations, which goes beyond merely holding the goods with reasonable care and potentially constitutes an improper use that could lead to liability for diminished value or loss.

In New Hampshire, under UCC Article 2, when a buyer rejects goods due to a non-conformity, the buyer generally holds the goods as a bailee for the seller. This means the buyer has a duty to take reasonable care of the goods. If the seller has no agent or place of business at the market of rejection, and the goods are perishable or threaten to decline speedily in value, the buyer has the right to sell the goods. This right is a limited one, intended to prevent loss to the seller. The sale must be made in good faith and in a commercially reasonable manner. The buyer can then retain the proceeds of the sale up to the amount of the purchase price. Any excess proceeds must be held for the seller’s benefit. The buyer is accountable to the seller for any increase over the amount of the sale. The UCC, as adopted in New Hampshire, does not require the buyer to obtain a court order or engage in a formal auction process for such sales, but the sale must be conducted in a manner that is both commercially reasonable and demonstrates good faith. The buyer’s primary obligation is to mitigate damages and prevent undue loss to the seller when faced with perishable or rapidly depreciating goods after a rightful rejection.

The core issue here revolves around the concept of “perfect tender” under UCC Article 2, as adopted in New Hampshire. While the perfect tender rule generally allows a buyer to reject goods if they fail in any respect to conform to the contract, there are significant exceptions. One crucial exception is the seller’s right to cure a non-conforming tender. For a seller to have the right to cure, the time for performance under the contract must not have expired. In this scenario, the contract stipulated a delivery date of June 15th. The buyer rejected the initial shipment on June 10th due to non-conformity. The seller, within the contractually agreed-upon time for performance, offered to replace the non-conforming goods with conforming ones. Because the seller acted before the June 15th deadline, they had a right to cure the defect. The buyer’s refusal to accept the conforming replacement goods, when the seller had a right to cure, constitutes a breach of contract by the buyer. Therefore, the buyer cannot subsequently claim damages for the seller’s failure to deliver conforming goods on the original date. The seller’s ability to cure is a vital protection against opportunistic rejection by buyers, especially when the time for performance has not yet elapsed. This principle aims to foster fair dealing and prevent buyers from leveraging minor defects to escape from contracts they no longer wish to fulfill, provided the seller can rectify the issue within the agreed timeframe.

The core issue here revolves around the concept of perfect tender in New Hampshire under UCC Article 2, specifically when dealing with installment contracts and the buyer’s right to reject non-conforming goods. Under RSA 382-A:2-612, in an installment contract, a buyer can reject a single installment which is non-conforming if the non-conformity is substantial and cannot be cured. However, if the non-conformity of that installment is not substantial, the buyer must give the seller an opportunity to cure it. If the seller fails to cure the non-conformity within a reasonable time, then the buyer may reject that installment. Furthermore, if the non-conformity or breach of any single installment is substantial enough to give the buyer a cause of action for breach of the whole contract, then the buyer may treat the entire contract as breached. In this scenario, the shipment of 100 widgets with 5 defective units constitutes a 5% defect rate. While a 5% defect rate might be considered a minor deviation in some contexts, the UCC generally presumes that a buyer has the right to expect conforming goods. The question implies that the buyer is seeking to reject the entire contract. For a buyer to reject the entire installment contract due to a single installment’s non-conformity, that non-conformity must be substantial. A 5% defect rate in a shipment of 100 units, while not ideal, may not inherently rise to the level of substantial impairment that would justify rejection of the entire contract without giving the seller an opportunity to cure, especially if the contract does not specify a strict zero-defect tolerance. The seller’s offer to replace the defective widgets demonstrates an attempt to cure. Therefore, the buyer’s ability to reject the entire contract hinges on whether the 5% defect rate is considered a substantial breach of the whole contract, which is a factual determination. However, if the buyer can demonstrate that this 5% defect rate, in the context of their specific business needs or the nature of the widgets, fundamentally alters the value or purpose of the contract, then rejection of the whole might be permissible. Without further information on the criticality of each widget’s functionality or explicit contractual terms regarding defect tolerance, the most prudent approach under the UCC, which favors cure and upholding contracts where possible, is to allow the seller to attempt to rectify the issue. If the seller fails to cure, or if the defect is indeed substantial, then the buyer has recourse. Given the options, the scenario points towards the buyer’s potential to reject the entire contract if the defect is deemed substantial. The key legal principle is substantial impairment.

The scenario involves a contract for the sale of specialized manufacturing equipment between a New Hampshire-based company, Granite State Machining, and a Vermont-based supplier, Green Mountain Tools. The contract specifies delivery to Granite State Machining’s facility in Concord, New Hampshire. A key aspect of UCC Article 2, as adopted by New Hampshire, concerns the perfect tender rule and its exceptions. Under the perfect tender rule, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole, accept the whole, or accept any commercial unit or units and reject the rest. However, this rule is subject to limitations. One significant limitation is the seller’s right to cure a non-conforming tender. This right generally arises when the time for performance has not yet expired, and the seller seasonably notifies the buyer of their intention to cure and makes a conforming delivery within the contract time. In this case, Green Mountain Tools delivered equipment that was non-conforming because it lacked a crucial calibration module, which was explicitly part of the agreed-upon specifications. Granite State Machining rightfully rejected the entire shipment because the delivered goods did not conform to the contract. Since the contract specified a delivery date of September 1st, and the rejection occurred on August 30th, the time for performance had not yet expired. Therefore, Green Mountain Tools has the opportunity to cure the defect by delivering the missing calibration module and ensuring the equipment is fully functional before the contract deadline. The seller must seasonably notify the buyer of their intent to cure and must then make a conforming delivery within the contract time. The question asks about the seller’s right to cure under these circumstances. The correct answer is that the seller has the right to cure the non-conformity by delivering the missing calibration module and ensuring the equipment is fully functional before the contract’s performance deadline.

The Uniform Commercial Code (UCC) Article 2, as adopted and potentially modified by New Hampshire, governs contracts for the sale of goods. When a buyer rejects goods, the seller may have a right to cure the defect, provided certain conditions are met. This right to cure is generally found in UCC § 2-508. For a seller to have a right to cure a non-conforming tender after the time for performance has expired, the seller must have had reasonable grounds to believe that the non-conforming tender would be acceptable to the buyer, with or without a money allowance. If the seller has such grounds, they are entitled to a further reasonable time to make a conforming tender. In this scenario, the seller of custom-made software, who delivered a product with significant bugs that rendered it unusable for its intended purpose, did not have reasonable grounds to believe this delivery would be acceptable. The buyer’s explicit requirements for the software’s functionality were not met. Therefore, the seller cannot claim a right to cure after the contract’s delivery date has passed based on the belief that the buggy software would be accepted. The buyer’s rejection is likely valid, and the seller’s attempt to cure after the deadline without prior reasonable belief in the acceptability of the initial tender is not protected by the cure provisions under UCC § 2-508. New Hampshire law follows the UCC principles unless specifically altered by state statute, and no such alteration is indicated here regarding the seller’s right to cure under these specific circumstances. The core principle is the seller’s good faith belief in the acceptability of the non-conforming tender when the time for performance has expired.

In New Hampshire, when a buyer rejects goods due to a non-conformity, and the seller has not been adequately notified of the rejection’s reason, the buyer may still be able to cure the defect if the time for performance has not yet expired. The Uniform Commercial Code (UCC) Article 2, as adopted in New Hampshire, allows a seller a reasonable time to cure a non-conforming tender if the time for performance has not yet expired and the seller had reasonable grounds to believe the tender would be acceptable. This provision is designed to prevent unfair surprise and allow parties to rectify errors. If the buyer’s rejection is based on a defect that the seller could have reasonably fixed within the contractually agreed-upon timeframe for performance, and the seller was not properly informed of the specific defect to allow for such a cure, the seller may have a right to cure. This right is particularly relevant when the contract does not specify exact performance dates, allowing for a reasonable interpretation of the performance period. The buyer’s failure to provide specific reasons for rejection can impair the seller’s ability to utilize this cure provision, but the cure right itself is not automatically extinguished if the time for performance has not passed.

Under New Hampshire’s adoption of UCC Article 2, specifically concerning the statute of frauds for the sale of goods, a contract for the sale of goods for the price of \$500 or more is generally not enforceable unless 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, UCC § 2-201(3)(c) provides an exception to this rule. This exception states that a contract which does not satisfy the requirements of subsection (1) but which 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. In this scenario, Ms. Anya Sharma paid \$750 for the antique clock, and Mr. Benjamin Carter accepted the payment. This act of payment and acceptance signifies partial performance that validates the oral agreement for the clock, even though the oral agreement was for a price exceeding \$500 and lacked a sufficient writing. The key is that the payment and acceptance relate specifically to the goods in question, making the oral contract enforceable for that portion. Therefore, Mr. Carter cannot avoid enforcement of the contract for the clock based on the statute of frauds because of the completed payment and acceptance.

The core issue here revolves around the concept of “cure” under UCC Article 2, specifically as interpreted in New Hampshire. When a buyer rejects goods due to a non-conforming tender, the seller may have a right to “cure” the defect if the time for performance has not yet expired. New Hampshire law, like the general UCC, permits a seller to cure a breach of contract by making a conforming tender of the goods within the contract time. This right is not absolute and is subject to certain conditions. In this scenario, the contract specified delivery by October 31st. The initial delivery on October 25th was non-conforming. The buyer’s rejection on October 26th was valid. However, the seller’s offer to replace the defective widgets with conforming ones on October 28th, which is still within the contractually agreed-upon delivery period (before October 31st), constitutes a valid attempt to cure. The buyer’s refusal to allow this cure, despite the seller’s ability to provide conforming goods within the allotted time, would be a breach of contract by the buyer for wrongful rejection. Therefore, the buyer cannot claim damages for breach of contract.

The scenario involves a buyer, “Granite State Goods Inc.,” in New Hampshire, who purchased specialized industrial machinery from a seller located in Vermont. The contract specified that the goods would be shipped via a common carrier to New Hampshire. The core issue revolves around when the risk of loss transfers from the seller to the buyer under New Hampshire’s adoption of UCC Article 2. New Hampshire’s version of UCC § 2-509, like the general UCC provision, addresses the passing of risk of loss. Since the contract requires the seller to ship the goods by common carrier but does not require them to deliver them at a particular destination, this is a “shipment contract.” In a shipment contract, the risk of loss passes to the buyer when the goods are duly delivered to the carrier. Therefore, if the machinery was destroyed during transit from Vermont to New Hampshire, and the seller had properly handed over the machinery to the common carrier, the risk of loss would have already passed to Granite State Goods Inc. The absence of a “no arrival, no sale” clause or a destination contract designation means the seller fulfilled their delivery obligation by entrusting the goods to the carrier.

Under New Hampshire’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically RSA 382-A:2-314, a warranty of merchantability is implied in a contract for the sale of goods by a merchant who deals in goods of the kind. This implied warranty guarantees that the goods are fit for the ordinary purposes for which such goods are used. For a breach of this warranty to occur, the goods must be defective or substandard in a way that renders them unfit for their ordinary purpose. In this scenario, the specialized milling machine was advertised as capable of achieving a tolerance of \( \pm 0.005 \) millimeters, which is a specific performance standard. However, the machine consistently produced parts with a tolerance of \( \pm 0.010 \) millimeters. This deviation from the advertised specification means the machine does not conform to the description provided at the time of sale, and more importantly, it fails to meet the ordinary purpose for which a precision milling machine of this type is intended, which is to achieve high-precision tolerances. The fact that the seller is a merchant dealing in such machinery is crucial. The buyer’s ability to revoke acceptance under RSA 382-A:2-608 would depend on whether the non-conformity substantially impairs the value of the goods to the buyer and whether the buyer accepted the goods on the reasonable assumption that the non-conformity would be cured or without discovery of the non-conformity, because the difficulty of discovery was apparent or because of assurances made by the seller. The consistent failure to meet the specified tolerance, which directly impacts the usability and value of the machine for its intended high-precision work, constitutes a substantial impairment. The explanation for the correct answer lies in the breach of the implied warranty of merchantability because the machine’s performance deviation renders it unfit for its ordinary purpose of precision milling to the expected tolerances.

In New Hampshire, when a buyer discovers non-conformity in goods that were sold under a contract governed by Article 2 of the Uniform Commercial Code (UCC), the buyer has specific remedies available. If the buyer has already accepted the goods, they can revoke acceptance under certain conditions. UCC § 2-608 outlines the requirements for revocation of acceptance. Revocation is permissible if the non-conformity substantially impairs the value of the goods to the buyer and the buyer accepted them either on the reasonable assumption that the non-conformity would be cured and it has not been seasonably cured, or without discovery of the non-conformity, if the buyer’s acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances. The buyer must revoke acceptance within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in the condition of the goods which is not caused by their own defects. In this scenario, the custom-made granite countertops for a restaurant in Concord, New Hampshire, were installed with significant, unfixable flaws that made them unusable for their intended purpose, substantially impairing their value. The installer, GraniteWorks LLC, assured the restaurant owner that the quality would be exceptional, leading to acceptance based on these assurances. The discovery of the extent of the flaws occurred after installation, and the defects were inherent to the material and installation process, not a result of the restaurant’s actions. Therefore, the restaurant owner can likely revoke acceptance. The available remedies upon rightful revocation of acceptance include the right to recover so much of the price as has been paid for the goods, and to cover or recover damages for any breach of contract, as provided in UCC § 2-711. This means the restaurant can seek to get back the money paid for the defective countertops and also potentially recover the cost of obtaining suitable replacements from another supplier, or the difference in value between the goods delivered and the goods as warranted.

The core issue here revolves around the concept of “perfect tender” under UCC Article 2, as adopted by New Hampshire. The perfect tender rule generally requires that the goods delivered must conform precisely to the contract in every respect. If the goods fail to conform, the buyer generally has the right to reject them. However, UCC § 2-601, adopted in New Hampshire, contains several exceptions and qualifications to this rule. One significant exception is found in UCC § 2-612, which deals with installment contracts. An installment contract is defined as one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even if the contract contains a clause “each lot is a separate contract” or its equivalent. In this scenario, the contract for 500 custom-designed widgets, to be delivered in five equal monthly installments of 100 widgets each, clearly qualifies as an installment contract. For an installment contract, the buyer’s right to reject is significantly limited. Under UCC § 2-612(2), the buyer may reject any installment which is non-conforming if the non-conformity substantially impairs the value of that installment and cannot be cured. However, the buyer cannot reject the entire contract unless the non-conformity in one or more installments substantially impairs the value of the whole contract. Furthermore, UCC § 2-612(3) provides that when any non-conforming installment fails to cure the defect and substantially impairs the value of the whole contract, the buyer may then treat the entire contract as breached. In this case, the first installment of 100 widgets contains 10 defective units, which is a 10% defect rate. While this is a non-conformity, the question does not state that this defect substantially impairs the value of that specific installment, nor does it state that it cannot be cured. Critically, the buyer has not yet determined if this non-conformity substantially impairs the value of the *entire* contract. Therefore, the buyer cannot reject the entire contract at this stage. The buyer’s primary recourse, given the installment nature of the contract and the lack of information regarding substantial impairment of the whole contract, is to potentially reject the non-conforming installment if it substantially impairs its value and cannot be cured, or to negotiate a cure with the seller. However, the question asks about rejecting the *entire* contract. Without a substantial impairment of the whole contract’s value, rejection of the entire contract is not permissible under the installment contract provisions of the UCC as applied in New Hampshire.

In New Hampshire, under UCC Article 2, when a buyer rejects goods because they fail to conform to the contract, and the seller has a right to cure the non-conformity, the buyer’s options are influenced by whether the rejection occurs before or after the time for performance has expired. If the time for performance has not yet expired, the seller can still make a conforming tender. If the time for performance has expired, the seller’s right to cure is generally limited to situations where they had reasonable grounds to believe the tender would be acceptable or where the buyer has notified the seller of the defect. However, a crucial aspect is that if the buyer has already accepted the goods, their remedies shift from rejection to revocation of acceptance, which has different requirements. In this scenario, the buyer, Ms. Anya Sharma, rejected the custom-designed granite countertops delivered to her residence in Concord, New Hampshire, due to a visible flaw in the veining pattern that deviated from the approved sample. The contract specified delivery by October 15th, and the delivery occurred on October 14th. Since the time for performance had not yet expired when the rejection occurred, the seller, Granite Transformations of NH, retained the right to cure the non-conformity. This right to cure allows the seller a reasonable time to make a conforming tender, even if the original tender was non-conforming, as long as the contract time has not expired. Therefore, the seller can deliver new, conforming countertops within the contract period. The buyer cannot unilaterally treat the contract as terminated and demand a full refund if the seller exercises their right to cure within the allowed timeframe. The concept of “cure” is fundamental in UCC Article 2, aiming to preserve contracts where possible by allowing parties to rectify minor breaches.

The scenario presented involves a contract for the sale of specialized manufacturing equipment between a New Hampshire seller, “Granite State Machinery,” and a Vermont buyer, “Green Mountain Fabricators.” The contract specifies that the goods must conform to detailed technical specifications provided by the buyer, which is a key element of the implied warranty of fitness for a particular purpose under UCC Article 2, adopted in New Hampshire. The buyer, Green Mountain Fabricators, communicated its specific need for machinery capable of producing components with a tolerance of \( \pm 0.001 \) inches to Granite State Machinery. The seller, a merchant dealing in goods of that kind, knew of this particular purpose and that the buyer was relying on the seller’s skill and judgment to select or furnish suitable goods. Consequently, an implied warranty that the goods would be fit for this particular purpose attached to the sale. Upon delivery and installation, the machinery consistently produced components with tolerances of \( \pm 0.003 \) inches, failing to meet the buyer’s explicit requirements. This failure constitutes a breach of the implied warranty of fitness for a particular purpose. Under New Hampshire law, when a seller breaches such a warranty, the buyer is entitled to remedies. One primary remedy is the right to reject the non-conforming goods. Rejection must occur within a reasonable time after delivery and tender, and the buyer must seasonably notify the seller of the rejection. In this case, Green Mountain Fabricators promptly discovered the defect and notified Granite State Machinery, thus effectively rejecting the machinery. The UCC also allows for the buyer to “cover” by making a good faith purchase of substitute goods and recover from the seller as damages the difference between the cost of cover and the contract price, along with any incidental or consequential damages, less expenses saved. Alternatively, the buyer may recover damages for non-delivery as the difference between the market price at the time of breach and the contract price. The buyer’s ability to reject the goods due to the breach of the implied warranty of fitness for a particular purpose is a fundamental right.

The scenario involves a contract for the sale of custom-designed granite countertops between a New Hampshire manufacturer, “Granite State Surfaces,” and a Massachusetts builder, “Bay State Homes.” The contract specifies that delivery is to be made to the builder’s construction site in Nashua, New Hampshire. Under UCC Article 2, which is adopted in both New Hampshire and Massachusetts, the concept of tender of delivery is crucial for determining when the buyer’s obligations arise and when the risk of loss passes. Tender of delivery requires the seller to put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable him to take delivery. For non-carrier cases, such as direct delivery by the seller’s own truck to the buyer’s location, tender occurs when the goods are made available to the buyer at a reasonable hour and for a reasonable period for the buyer to take possession. Since the contract specifies delivery to the builder’s site in Nashua, New Hampshire, and Granite State Surfaces is responsible for the delivery, tender of delivery is complete when the countertops are unloaded and made available to Bay State Homes at the Nashua site, and they have a reasonable opportunity to inspect them. The question asks about the point at which Granite State Surfaces has made a proper tender of delivery. This is the moment when the seller has fulfilled its obligation to make the goods available to the buyer. In a scenario where the seller is delivering directly to the buyer’s premises, tender is achieved when the goods are placed at the buyer’s disposal at the designated location, allowing for inspection. Therefore, the proper tender of delivery occurs when the countertops are made available at the construction site in Nashua, New Hampshire, and the builder has a reasonable opportunity to take possession and inspect them.

The scenario involves a contract for the sale of custom-made wooden furniture between a manufacturer in New Hampshire and a buyer in Vermont. The contract specifies that the furniture must be crafted from sustainably sourced maple wood, a key characteristic of the goods. The buyer rejects the furniture upon delivery, claiming it is made from oak, not maple. Under New Hampshire’s adoption of UCC Article 2, specifically concerning perfect tender, the buyer generally has the right to reject goods if they fail in any respect to conform to the contract. However, UCC § 2-601, which outlines the perfect tender rule, is subject to various exceptions and modifications. One significant exception, relevant here, is found in UCC § 2-612, concerning installment contracts, which is not applicable as this is a single delivery. More pertinent is the concept of a “cure” under UCC § 2-508, which allows a seller, under certain circumstances, to offer to cure a non-conforming tender. However, the core of this question lies in the buyer’s right to reject based on a material breach of a contract term, which in this case is the specified wood type. The UCC treats such specifications as essential terms. If the goods are indeed made of oak and not maple, this constitutes a non-conformity that, if material, would justify rejection. The buyer’s action of rejecting the entire shipment for a defect that affects all items and relates to a core contractual specification (the type of wood) is consistent with the buyer’s rights. The question asks about the buyer’s *immediate* recourse. Upon rejection, the buyer is not obligated to accept the non-conforming goods. The buyer can reject the whole, accept the whole, or accept any commercial unit and reject the rest, as per UCC § 2-601. Since the rejection is based on a fundamental breach of the contract’s description of the goods, the buyer is entitled to reject the entire shipment. The buyer’s right to reject the entire shipment is the primary and immediate recourse when goods fundamentally fail to conform to the contract’s essential specifications, such as the type of wood.

Under New Hampshire’s adoption of the Uniform Commercial Code (UCC) Article 2, specifically RSA 382-A:2-314, a warranty of merchantability is implied in a contract for the sale of goods if the seller is a merchant with respect to goods of that kind. This implied warranty guarantees that the goods are fit for the ordinary purposes for which such goods are used. For a breach of this warranty to occur, the goods must be defective or not conform to their ordinary use. In this scenario, the specialized welding equipment, while not meeting the specific, albeit uncommunicated, performance benchmark of the buyer, is still capable of performing its ordinary function of welding. The absence of a specific performance requirement in the contract means the standard is the ordinary purpose. Since the equipment can weld, it meets the ordinary purpose. Therefore, the seller has not breached the implied warranty of merchantability. The core issue is whether the equipment is fit for its ordinary purpose, not whether it meets an unstated, subjective performance standard. The seller’s knowledge of the buyer’s intended use, while potentially relevant to an implied warranty of fitness for a particular purpose (RSA 382-A:2-315), does not automatically elevate an unstated performance expectation to the level of a breach of merchantability. The equipment’s ability to perform its fundamental function is the key determinant for merchantability.

Under New Hampshire’s adoption of UCC Article 2, specifically concerning the Statute of Frauds for the sale of goods, a contract for the sale of goods for the price of \$500 or more is generally not enforceable unless 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, there are several exceptions to this rule. One significant exception, as codified in NH RSA 382-A:2-201(3)(b), applies when the goods have been received and accepted or payment has been made and accepted. In this scenario, the contract is enforceable with respect to goods for which payment has been made and accepted or which have been received and accepted. Even if the initial agreement was oral and for a price exceeding \$500, if the buyer, Ms. Anya Sharma, has already received and accepted the specialized electronic components, and the seller, Granite State Components Inc., has accepted payment for those components, the oral contract becomes enforceable to the extent of the goods received and accepted or payment made and accepted. Therefore, the enforceability of the oral agreement for the \$750 worth of components hinges on the buyer’s acceptance of the goods and the seller’s acceptance of payment, rendering the Statute of Frauds inapplicable to that portion of the transaction.

In New Hampshire, under UCC Article 2, when a buyer rejects goods due to a non-conformity, and the seller has a right to cure the defect, the buyer’s obligation regarding the rejected goods is governed by specific provisions. If the seller has a right to cure, the buyer must generally hold the goods with reasonable care for a time sufficient to permit the seller to retake possession. This duty arises when the seller has a right to cure and the buyer has rejected the goods. The buyer cannot simply abandon the goods or treat them as if they are the seller’s property without any further responsibility. The UCC aims to balance the buyer’s right to reject non-conforming goods with the seller’s opportunity to rectify the situation, thereby promoting efficient commerce. The buyer’s actions should facilitate, not hinder, the seller’s ability to cure. Therefore, holding the goods with reasonable care is a key obligation.

In New Hampshire, under UCC Article 2, when a buyer rightfully rejects goods that are conforming to the contract and the seller has no business place in the vicinity of the buyer’s location, the buyer acts as a merchant-buyer. A merchant-buyer who rightfully rejects goods has a security interest in those goods for any payment made on their price and any expenses reasonably incurred in their inspection, receipt, custody, care, and subsequent sale. This security interest allows the buyer to resell the goods in good faith and in a commercially reasonable manner. The buyer must account to the seller for any excess over the amount of the security interest. This provision, found in RSA 382-A:2-711(3), empowers the buyer to mitigate their losses when dealing with non-conforming goods from a distant seller. The buyer’s actions in reselling the goods are therefore a consequence of the seller’s breach and the buyer’s right to recover their expenditures.

In New Hampshire, when a buyer rejects goods under UCC Article 2, and the seller has not made any cure attempts or the cure period has expired, the buyer generally has the right to resell the goods. This right is governed by UCC § 2-706, which applies to sellers. For buyers, UCC § 2-711 outlines remedies, including the right to cover or recover damages for non-delivery. Crucially, UCC § 2-711(3) specifically addresses the buyer’s right to resell goods upon rightful rejection or justifiable revocation of acceptance. This subsection states that a buyer who rightfully rejects or justifiably revokes acceptance has a security interest in goods in their possession or control for any price paid on account and any expenses reasonably incurred in their inspection, receipt, care, and custody. The buyer may hold such goods and resell them in accordance with the provisions of the Article concerning goods which are in the seller’s possession. This means the buyer can resell the goods in a commercially reasonable manner, similar to how a seller would under § 2-706. The proceeds of the resale, however, must be applied to the reimbursement of any payments made on account and any expenses incurred. Any remaining balance is then held for the benefit of the original seller. This right is a crucial mechanism for buyers to mitigate their losses when a seller breaches the sales contract. The question tests the understanding of the buyer’s security interest and their right to resell, which is a key remedy available under New Hampshire’s adoption of UCC Article 2. The scenario involves a breach by the seller, non-conformity of goods, and a buyer’s rightful rejection, triggering these resale rights.

The Uniform Commercial Code (UCC) Article 2 governs contracts for the sale of goods. In New Hampshire, as in other adopting states, this article dictates the rules for formation, performance, and breach of such contracts. A key concept is the statute of frauds, which requires certain contracts to be in writing to be enforceable. For contracts for the sale of goods, UCC § 2-201 generally requires a writing signed by the party against whom enforcement is sought if the price is \( \$500 \) or more. However, there are several exceptions to this rule. One significant exception is the “specially manufactured goods” exception, found in UCC § 2-201(3)(a). This exception applies when the goods are not suitable for sale to others in the ordinary course of the seller’s business and the seller has made a substantial beginning on their manufacture or commitments for their procurement before notice of repudiation is received. Another exception is the “admission in court” exception under UCC § 2-201(3)(b), where the contract is enforceable to the extent that the party admits in pleading, testimony, or otherwise in court that a contract for sale was made. The “part performance” exception, UCC § 2-201(3)(c), makes the contract enforceable with respect to goods for which payment has been made and accepted or which have been received and accepted. In this scenario, the contract is for custom-designed stained glass panels, which are clearly specially manufactured goods. The seller, Lumina Glassworks, has already begun the intricate manufacturing process, involving custom design and fabrication, making the panels unsuitable for resale to other customers. Furthermore, they have made substantial commitments for the specialized materials required for these unique panels. This situation squarely fits the “specially manufactured goods” exception to the statute of frauds. Therefore, the oral agreement is enforceable despite the price exceeding \( \$500 \) because the goods fall under this specific UCC provision, allowing for enforcement even without a signed writing, provided the seller can demonstrate the substantial beginning of manufacture or procurement.

The scenario involves a buyer in New Hampshire and a seller in Maine, with a contract for the sale of specialized manufacturing equipment. The contract specifies delivery to the buyer’s facility in Nashua, New Hampshire. Crucially, the contract includes a clause stating that “risk of loss shall pass to Buyer upon tender of delivery at Seller’s plant.” UCC § 2-509(3) governs risk of loss when a contract does not involve shipment by a carrier and the seller is a merchant. In such cases, risk of loss passes to the buyer on receipt of the goods. However, UCC § 2-509(4) provides that the provisions of this section are subject to contrary agreement of the parties. New Hampshire has adopted the Uniform Commercial Code, including Article 2. The parties’ explicit agreement that risk of loss passes upon tender at the seller’s plant directly contradicts the default rule of UCC § 2-509(3) for non-shipment contracts. Therefore, the contract provision controls. The seller’s plant is located in Maine. Tender of delivery at the seller’s plant in Maine means the risk of loss passed to the buyer in Maine when the equipment was made available to the buyer at that location, regardless of whether the buyer actually took possession or arranged for transport. The location of the buyer and the ultimate destination are irrelevant to when risk of loss passed under this specific contractual term.

In New Hampshire, under UCC Article 2, when a buyer rejects goods due to a non-conformity, the seller has a right to cure the defect if the time for performance has not yet expired. This right to cure is governed by UCC § 2-508. The seller can cure by making a conforming tender of the goods within the contract time. If the seller had reasonable grounds to believe the non-conforming tender would be acceptable, and gave prompt notice to the buyer, they may have a further reasonable time to substitute a conforming tender even if the time for performance has already expired. The core principle is to allow sellers an opportunity to rectify mistakes and avoid unnecessary breaches, promoting commerce. This is particularly relevant when the defect is minor and can be easily corrected, and the buyer has not suffered significant prejudice from the initial non-conformity. The seller’s ability to cure is not absolute and depends on the specific circumstances, including the nature of the defect, the buyer’s actions, and the seller’s good faith.

In New Hampshire, under UCC Article 2, when a buyer rightfully rejects goods because they fail in some way to conform to the contract, the buyer generally has a security interest in any goods in their possession or control for any portion of the price that has been paid and for any expenses reasonably incurred in their inspection, receipt, custody, care, and subsequent sale. This security interest allows the buyer to resell the goods to recover these costs. The buyer’s right to resell is governed by New Hampshire’s version of UCC Section 2-706, which outlines the commercially reasonable manner of resale. This includes the requirement that the resale must be conducted in good faith and in a commercially reasonable manner. The buyer must give the seller reasonable notification of the seller’s intention to resell, unless the goods are perishable or threaten to decline speedily in value. The proceeds of the resale are applied to the expenses of resale and then to the satisfaction of the security interest. Any remaining balance is held by the buyer for delivery to the seller upon demand. The buyer’s retention of goods as security does not constitute acceptance of the goods.

The scenario involves a merchant in New Hampshire who has delivered non-conforming goods to a buyer. Under New Hampshire’s Uniform Commercial Code (UCC) Article 2, specifically RSA 382-A:2-508, a seller has a right to cure a non-conformity if the time for performance has not yet expired. This right to cure is extended even if the seller knew of the non-conformity and had no reason to expect a cure would be necessary, provided the seller seasonably notifies the buyer and then makes a conforming delivery within the contract time. In this case, the merchant, Mr. Abernathy, delivered antique maple syrup vats that were scratched, a clear non-conformity. The contract specified delivery by October 15th. Mr. Abernathy discovered the scratches after delivery but before the contract deadline. He promptly notified Ms. Dubois of his intention to replace the vats with conforming ones. Since the time for performance (October 15th) had not yet expired when Mr. Abernathy offered to cure, and he seasonably notified Ms. Dubois of his intent and ability to provide conforming goods within the contract period, his cure is permissible. The core principle being tested is the seller’s right to cure under UCC 2-508, focusing on the timing of the cure and the seller’s knowledge of the defect. New Hampshire law follows the general provisions of the UCC regarding this right.