Legal Definitions - Perfect Tender Rule

The Perfect Tender Rule is a principle in contract law, specifically governing the sale of goods under Article 2 of the Uniform Commercial Code (UCC). It states that a buyer has the right to reject goods delivered by a seller if the goods, or the seller's delivery of them, do not conform exactly to the terms of the sales contract. This means that even a minor deviation from the agreed-upon quantity, quality, or delivery specifications can give the buyer grounds to refuse the shipment.

Here are a few examples to illustrate the Perfect Tender Rule:

• Example 1: Incorrect Quantity

  A restaurant orders 50 pounds of fresh salmon fillets from a seafood supplier. When the delivery arrives, the restaurant staff weighs the shipment and finds only 48 pounds of salmon.

  How it illustrates the rule: Under the Perfect Tender Rule, the restaurant can reject the entire shipment because the quantity delivered does not exactly match the 50 pounds specified in the contract, even though the difference is small.

• Example 2: Mismatched Specifications

  A construction company contracts to purchase 1,000 square feet of "Grade A, non-slip ceramic tiles" for a new building project. The supplier delivers 1,000 square feet of ceramic tiles, but they are "Grade B" and have a slightly different finish than what was agreed upon, making them less slip-resistant.

  How it illustrates the rule: Despite the correct quantity, the construction company can reject the tiles because their quality and specific characteristics (Grade A, non-slip) do not perfectly match the contract's requirements.

• Example 3: Improper Packaging Affecting Condition

  An electronics retailer orders 20 high-definition televisions, specifying that they must be shipped in their original manufacturer-sealed boxes with protective foam inserts. The seller ships the TVs, but they arrive in generic, unsealed boxes with inadequate padding, leading to visible dents on some of the TV frames.

  How it illustrates the rule: Even if some TVs appear functional, the seller failed to meet the contractual terms regarding packaging and the condition of the goods upon delivery. The retailer can reject the entire shipment due to this imperfection in the tender.