Sales and Leases - A Problem-based Approach, 2016a

12.7.2. Under § 2-602(2)(b), if the buyer has not paid for the goods and is in possession
of the goods at the time of rejection, he must hold the rejected goods with reasonable
care at the seller’s disposition for a time sufficient to permit the seller to remove them.
“Reasonable care” and “sufficient time” are questions of fact, determined, in part by the
nature of the goods. For example, vegetables should not be left to sit in the hot sun if the
buyer has refrigerated storage available. If the buyer has paid any portion of the price, the
buyer has a security interest in the goods and has certain remedies, such as the right to resell
the goods, as set forth in § 2-711.
12.7.3. Section 2-603 imposes additional requirements on a merchant buyer in
possession of rejected goods.
12.7.3.1. If the seller has no agent or place of business at the market of rejection, a
merchant buyer is under a duty after rejection of goods in his possession to follow
any reasonable instructions of the seller with respect to the goods.
12.7.3.2. In the absence of such instructions, the merchant buyer must make
reasonable efforts to sell the rejected goods for the seller if they are perishable or
threaten to decline in value speedily.
12.7.3.3. The merchant buyer who sells goods is entitled to reimbursement from
the seller or out of the sales proceeds for reasonable expenses of caring for and
selling the goods, including a reasonable commission not to exceed 10% of the
gross proceeds.
12.7.4. Under § 2-604, even if the goods are not perishable, if the seller gives no
reasonable instructions as to the disposition of the rejected goods, the buyer may store the
rejected goods for the seller’s account or reship them to the seller or resell them for the
seller’s account, with reimbursement for reasonable expenses. This section is not limited
to merchant buyers.
12.7.5. Section 2-602 states that a rejection “is ineffective unless the buyer seasonably
notifies the seller.” Additional notice requirements are set forth at § 2-605. This section
requires that the buyer identify the particular defect upon which the rejection is based.
12.7.5.1. Failure to provide notice of a particular defect precludes the buyer from
relying on the unstated defect to justify rejection or to establish a breach, if the
seller could have seasonably cured the defect.
12.7.5.2. Between merchants, if the seller has made a request in writing for a “full
and final written statement of all defects” on which the buyer proposes to rely, and
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