(1) Acceptance of goods occurs when the buyer:
(a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or
(b) Fails to make an effective rejection (subsection (1) of section 4-2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) Does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller, it is an acceptance only if ratified by him.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
Source: L. 65: p. 1329, § 1. C.R.S. 1963: § 155-2-606.
4-2-607. Effect of acceptance - notice of breach - burden of establishing breach after acceptance - notice of claim or litigation to person answerable over. (1) The buyer must pay at the contract rate for any goods accepted.
(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and, if made with knowledge of a nonconformity, cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured; but acceptance does not of itself impair any other remedy provided by this article for nonconformity.
(3) Where a tender has been accepted:
(a) The buyer must within a reasonable time after he discovers or should have discovered any breach, notify the seller of breach or be barred from any remedy; and
(b) If the claim is one for infringement or the like (subsection (3) of section 4-2-312) and the buyer is sued as a result of such a breach, he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(4) The burden is on the buyer to establish any breach with respect to the goods accepted.
(5) Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over:
(a) He may give his seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend, he is so bound.
(b) If the claim is one for infringement or the like (subsection (3) of section 4-2-312), the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control, the buyer is so barred.
(6) The provisions of subsections (3), (4), and (5) of this section apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection (3) of section 4-2-312).
Source: L. 65: p. 1329, § 1. C.R.S. 1963: § 155-2-607.
Notes of Decisions
W. Conf. Resorts, Inc. v. Pease, 668 P.2d 973 (Colo. Ct. App. 1983).
· cites it 5× “None of these acts operated as an acceptance as described by § 4-2-606, C.R.S.1973, and thus, those actions are not sufficient to overcome the evidence and finding that buyers intended to reject the aircraft.”
Fiberglass Component Prod., Inc. v. Reichhold Chemicals, Inc., 983 F. Supp. 948 (D. Colo. 1997).
· cites it 3× “Section 4-2-606, C.R.S. Acceptance may be revoked if the goods do not conform to the contract, and the buyer notifies the seller of its revocation of acceptance “within a reasonable time after the buyer discovers or should have discovered the ground for it and before any…”
Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo. 1983).
· cites it 2× “1973, is nevertheless enforceable “[w]ith respect to goods for which payment has been made and accepted or which have been received and accepted (section 4-2-606).” Official Comment 2 to section 4-2-201 states that “ ‘[p]artial performance’ as a substitute for the required…”
Lockhart v. Elm, 736 P.2d 429 (Colo. Ct. App. 1987).
· cites it 3× “Acceptance of goods occurs when the buyer signifies to the seller that the goods are conforming or that he will retain them in spite of their non-conformity, fails to make an effective rejection, or does any act inconsistent with the seller’s ownership.”
Rocky Mountain Microsystems, Inc. v. Pub. Saf. Sys., Inc., 989 F. Supp. 1352 (D. Colo. 1998).
· cites it 4× “(f) Defendant’s conduct following installation constituted acceptance of the goods under the Code because it failed to timely reject the goods (see below) (C.R.S. § 4-2-606(1) and (b)) and acted inconsistent with Plaintiffs continued ownership (C.”
Ranta Constr., Inc. v. Anderson, 190 P.3d 835 (Colo. Ct. App. 2008).
“Park, 36 P.3d 85, 89 (Colo.App.2001). However, onee a buyer revokes acceptance, any act inconsistent with the seller's ownership of the goods may constitute a reaceep-tance.”
Surplus Elec. Corp. v. Gallin, 653 P.2d 752 (Colo. Ct. App. 1982).
· cites it 2× “Section 4-2-606(l)(b), C.R. S.1973. The effect of acceptance is that purchaser is obligated to pay for these goods at the invoice rate.”
Hummel v. Skyline Dodge, Inc., 589 P.2d 73 (Colo. Ct. App. 1978).
· cites it 2× “" Plaintiff brought the car to defendant for inspection in the hope that a sales agreement could be reached.”
Myers v. Koop, 757 P.2d 162 (Colo. Ct. App. 1988).
· cites it 2× “It then held that, since, under § 4-2-606(l)(b), C.R.S., "acceptance of goods occurs when the buyer fails to make an effective rejection,” the purchasers “accepted the goods even though non-conforming.”
— Colo. Rev. Stat. § 4-2-606(1) — 1 case
Rocky Mountain Microsystems, Inc. v. Pub. Saf. Sys., Inc., 989 F. Supp. 1352 (D. Colo. 1998).
“(f) Defendant’s conduct following installation constituted acceptance of the goods under the Code because it failed to timely reject the goods (see below) (C.R.S. § 4-2-606(1) and (b)) and acted inconsistent with Plaintiffs continued ownership (C.”
— Colo. Rev. Stat. § 4-2-606(1)(c) — 1 case
Ranta Constr., Inc. v. Anderson, 190 P.3d 835 (Colo. Ct. App. 2008).
“Park, 36 P.3d 85, 89 (Colo.App.2001). However, onee a buyer revokes acceptance, any act inconsistent with the seller's ownership of the goods may constitute a reaceep-tance.”
— Colo. Rev. Stat. § 4-2-606(l)(b) — 2 cases
Surplus Elec. Corp. v. Gallin, 653 P.2d 752 (Colo. Ct. App. 1982).
“Section 4-2-606(l)(b), C.R. S.1973. The effect of acceptance is that purchaser is obligated to pay for these goods at the invoice rate.”
Myers v. Koop, 757 P.2d 162 (Colo. Ct. App. 1988).
“It then held that, since, under § 4-2-606(l)(b), C.R.S., "acceptance of goods occurs when the buyer fails to make an effective rejection,” the purchasers “accepted the goods even though non-conforming.”
— Colo. Rev. Stat. § 4-2-606(l)(c) — 1 case
Rocky Mountain Microsystems, Inc. v. Pub. Saf. Sys., Inc., 989 F. Supp. 1352 (D. Colo. 1998).
“(f) Defendant’s conduct following installation constituted acceptance of the goods under the Code because it failed to timely reject the goods (see below) (C.R.S. § 4-2-606(1) and (b)) and acted inconsistent with Plaintiffs continued ownership (C.”
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