What is the "perfect tender rule" and what restrictions has the UCC put into place that limit the perfect tender rule's effect?

Answer 1

Under the perfect tender rule, the buyer may reject the goods if they fail in any respect to conform to the contract. In other words, the goods must be exactly as described in the contract. The UCC includes sections that limit the perfect tender rule's effect. The UCC takes the commonsense view that a contract for the sale of goods does not exist in a vacuum. It requires courts to consider three things when they apply the perfect tender rule:
• "Usage of trade" means any practice that members of an industry expect to be part of their dealings. The perfect tender rule may not permit a buyer to reject goods with minor flaws. For example, the textile industry interprets the phrase "first-quality fabric" to permit a limited number of flaws in most materials. If a seller delivers 1,000 bolts of fabric and 5 of them have minor defects, the seller has not violated the perfect tender rule.
• The course of dealing between the two parties may also limit the rule. The term course of dealing refers to previous commercial transactions between the same parties. The UCC requires that a current contract be interpreted in the light of any past dealings that
have created reasonable expectations.
• The course of performance has the same effect on contract interpretation. The term course of performance refers to the history of dealings between the parties in a single contract, and thus assumes that it is the kind of contract demanding an ongoing relationship.