Notice of Rejection of Goods Template

In plain language: Identifies the buyer sending the notice, the seller receiving it, and the date of the letter.

Common mistake: Addressing the letter to a sales contact rather than the seller's accounts or legal department — rejection notices can trigger contractual timelines and need to reach the right person.

In plain language: Clearly labels the letter as a formal rejection and cites the purchase order number, invoice number, and delivery date for easy cross-referencing.

Common mistake: Omitting the purchase order or invoice number. Without a precise reference, the seller may dispute which delivery is being rejected.

In plain language: Briefly states what was delivered — item description, quantity, and the date and method of delivery — to establish the factual record.

Common mistake: Being too vague about what was received. A brief, specific description prevents the seller from claiming uncertainty about which goods are being rejected.

In plain language: Specifies the precise reason or reasons the goods are rejected — defect, non-conformance to specification, incorrect quantity, or late delivery.

Common mistake: Citing only a general complaint such as 'quality issues' without specifying the defect. Vague grounds make it easier for the seller to dispute the rejection and harder for the buyer to enforce remedies.

In plain language: Formally declares the buyer's rejection of the goods and references the contractual or statutory right on which the rejection is based.

Common mistake: Omitting any reference to the legal or contractual basis. Without it, the letter reads as a complaint rather than a formal exercise of a legal right.

In plain language: States that the buyer reserves all rights and remedies arising from the non-conformance, including the right to damages, and that nothing in the letter constitutes a waiver.

Common mistake: Omitting this clause entirely. Without a reservation of rights, the seller may later argue that issuing the notice settled the matter.

In plain language: Tells the seller what to do with the rejected goods — collect them, arrange return shipping, or confirm return instructions within a specified timeframe.

Common mistake: Failing to state who bears the cost of return. Without this, disputes over return freight charges can delay resolution and add unexpected costs.

In plain language: States what the buyer expects the seller to do — deliver conforming replacement goods, issue a full refund, or credit the invoice — and sets a deadline for response.

Common mistake: Not setting a specific deadline for the seller's response. An open-ended demand creates no urgency and makes it difficult to escalate if the seller stalls.

In plain language: Closes the letter professionally, identifies the authorized signatory by name and title, and provides contact details for follow-up.

Common mistake: Signing the letter without including a direct contact name and phone or email. The seller's team needs a specific person to reach to begin resolution.

A notice of rejection of goods is a formal letter a buyer sends to a seller to refuse acceptance of a delivery because the goods are defective, do not conform to the purchase order specifications, are the wrong quantity, or arrived outside the agreed delivery window. It formally exercises the buyer's right of rejection under the contract or applicable law — such as UCC Article 2 in the US or the Sale of Goods Act in Canada and the UK — and preserves the buyer's remedies, including the right to a refund or replacement.

Send it as soon as inspection reveals a problem — ideally on the day of delivery or within two to three business days at most. Under UCC Article 2, rejection must occur within a reasonable time after delivery; what is "reasonable" depends on the nature of the goods and trade custom, but courts interpret this narrowly. Waiting weeks before sending notice is one of the most common ways buyers inadvertently lose their right to reject.

Using, consuming, or reselling goods you have formally rejected can be treated as acceptance under the UCC and similar statutes, which would void the rejection. Keep rejected goods segregated and clearly labeled pending collection or return instructions from the seller. If you must use a portion to avoid urgent operational loss, document the circumstances carefully and seek legal advice, as partial use may create complex liability.

A signature is not a statutory requirement for the notice to be legally effective in most jurisdictions, but it is strongly recommended. A signed letter on company letterhead from an authorized representative is harder to dismiss as informal and creates a cleaner record if the matter escalates to arbitration or litigation.

Rejection occurs before acceptance — the buyer inspects the goods and refuses them within the inspection period. Revocation of acceptance applies after the buyer has accepted goods, when a substantial non-conformity that was not apparent during inspection is discovered later. Revocation has a higher legal threshold and must occur within a reasonable time of discovering the defect. If you have already accepted goods and found a hidden defect, use a Notice of Revocation of Acceptance rather than this template.

Yes. Under the UCC and most Sale of Goods legislation, a buyer can accept conforming units and reject non-conforming ones from the same shipment — this is known as partial rejection. You should document clearly which specific units or lots you are accepting and which you are rejecting, referencing serial numbers, batch codes, or quantity counts. A partial rejection notice should be as precise as a full rejection notice.

Following a valid rejection, a buyer can typically demand delivery of conforming replacement goods within a reasonable cure period, a full refund of the purchase price, a credit note against future orders, or damages for losses caused by the non-conformance — such as production downtime or emergency substitute procurement costs. Which remedy is available and how quickly depends on your contract terms and the applicable statute in your jurisdiction.

For most standard commercial rejections — defective or non-conforming goods on a routine purchase order — a well-completed template is sufficient. Engage a lawyer if the value of the goods is significant, if the seller disputes the rejection or threatens litigation, if the non-conformance caused substantial downstream losses you intend to recover, or if the contract has unusual dispute resolution or notice requirements.