[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-partial-rejection-of-non-conforming-goods-D1070":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":39,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Partial Rejection of Delivered Goods Dear [Contact name], We received a delivery from you further to our purchase order of [Date] but some of the goods delivered do not conform to the specifications of our order because of [Specific reasons]. Accordingly, we reject these goods.",null,"Partial Rejection of Non-Conforming Goods","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/partial-rejection-of-non-conforming-goods-D1070.png","https://templates.business-in-a-box.com/imgs/250px/1070.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1070.xml",{"title":15,"description":6},"partial rejection of non-conforming goods",[17,20],{"label":18,"url":19},"Production & Operations","/templates/production-operations/",{"label":21,"url":22},"Receiving","/templates/receiving/","partial rejection non conforming goods","Partial Rejection of Non-Conforming Goods Template","https://templates.business-in-a-box.com/imgs/400px/1070.png","https://templates.business-in-a-box.com/imgs/600px/1070.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,36],{"label":29,"url":30},{"label":34,"url":35},"Legal Agreements","/templates/business-legal-agreements/",{"label":37,"url":38},"Sales & Purchase","/templates/sales-and-purchase/",[40,44,48,52,56,60,64,68,72,76,80,84,88,103,119,136,150,166],{"label":41,"url":42,"thumb":43,"extension":10},"Rejection of Non-Conforming Goods","/template/rejection-of-non-conforming-goods-D1074","https://templates.business-in-a-box.com/imgs/250px/1074.png",{"label":45,"url":46,"thumb":47,"extension":10},"Conditional Acceptance of Non-Conforming Goods","/template/conditional-acceptance-of-non-conforming-goods-D1052","https://templates.business-in-a-box.com/imgs/250px/1052.png",{"label":49,"url":50,"thumb":51,"extension":10},"Notice of Rejection of Goods","/template/notice-of-rejection-of-goods-D1065","https://templates.business-in-a-box.com/imgs/250px/1065.png",{"label":53,"url":54,"thumb":55,"extension":10},"Refusal of Rejection of Goods","/template/refusal-of-rejection-of-goods-D1118","https://templates.business-in-a-box.com/imgs/250px/1118.png",{"label":57,"url":58,"thumb":59,"extension":10},"Demand for Particulars of Rejection of Goods","/template/demand-for-particulars-of-rejection-of-goods-D1097","https://templates.business-in-a-box.com/imgs/250px/1097.png",{"label":61,"url":62,"thumb":63,"extension":10},"Monthly Partial Payment to Creditor","/template/monthly-partial-payment-to-creditor-D449","https://templates.business-in-a-box.com/imgs/250px/449.png",{"label":65,"url":66,"thumb":67,"extension":10},"Delivery Rejection Notice","/template/delivery-rejection-notice-D1055","https://templates.business-in-a-box.com/imgs/250px/1055.png",{"label":69,"url":70,"thumb":71,"extension":10},"Good Faith Partial Payment to Creditor","/template/good-faith-partial-payment-to-creditor-D447","https://templates.business-in-a-box.com/imgs/250px/447.png",{"label":73,"url":74,"thumb":75,"extension":10},"Letter Of Rejection For Job Applicant","/template/letter-of-rejection-for-job-applicant-D13496","https://templates.business-in-a-box.com/imgs/250px/13496.png",{"label":77,"url":78,"thumb":79,"extension":10},"Non-Retaliation Policy","/template/non-retaliation-policy-D13472","https://templates.business-in-a-box.com/imgs/250px/13472.png",{"label":81,"url":82,"thumb":83,"extension":10},"Reply to Request About Credit Rejection","/template/reply-to-request-about-credit-rejection-D275","https://templates.business-in-a-box.com/imgs/250px/275.png",{"label":85,"url":86,"thumb":87,"extension":10},"Non-Profit Investment Policy","/template/non-profit-investment-policy-D14019","https://templates.business-in-a-box.com/imgs/250px/14019.png",{"description":89,"descriptionCustom":6,"label":90,"pages":8,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":101,"url":102},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF DEFECTIVE GOODS Dear [Contact name], We are in receipt of merchandise shipped to us pursuant to your invoice or order number [Number], dated [Date]","Notice of Defective Goods","https://templates.business-in-a-box.com/imgs/1000px/notice-of-defective-goods-D1061.png","https://templates.business-in-a-box.com/imgs/250px/1061.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1061.xml",{"title":95,"description":6},"notice of defective goods",[97,99],{"label":18,"url":98},"production-operations",{"label":21,"url":100},"receiving","notice defective goods","/template/notice-of-defective-goods-D1061",{"description":104,"descriptionCustom":6,"label":105,"pages":8,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":117,"url":118},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF BREACH OF THE CONTRACT Dear [CONTACT NAME], This is a notice that your company, as a contractor, under the previously signed contract, has committed a material breach of the contract by: [INSERT DETAILS OF EACH MATERIAL BREACH, OMISSION OR DEFAULT BY THE CONTRACTOR AND MAKE A REFERENCE TO THE RELEVANT POINTS OF THE CONTRACT THAT HAVE BEEN BREACHED].","Breach Of Contract Letter","https://templates.business-in-a-box.com/imgs/1000px/breach-of-contract-letter-D12695.png","https://templates.business-in-a-box.com/imgs/250px/12695.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12695.xml",{"title":110,"description":6},"breach of contract letter",[112,114],{"label":34,"url":113},"business-legal-agreements",{"label":115,"url":116},"Litigation & Settlement","litigation-settlement","breach contract letter","/template/breach-of-contract-letter-D12695",{"description":120,"descriptionCustom":6,"label":121,"pages":8,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":134,"url":135},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[128,131],{"label":129,"url":130},"Sales & Marketing","sales-marketing",{"label":132,"url":133},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":137,"descriptionCustom":6,"label":138,"pages":8,"size":9,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":149},"CREDIT NOTE CREDIT NOTE NUMBER: [Unique Credit Note Number] INVOICE NUMBER: [Related Invoice Number] DATE OF INVOICE: [Date of Related Invoice] [YOUR COMPANY NAME] [YOUR COMPANY ADDRESS] [CITY, STATE, ZIP CODE] [DATE] [CUSTOMER NAME] [CUSTOMER ADDRESS] [CITY, STATE, ZIP CODE] ","Credit Note","https://templates.business-in-a-box.com/imgs/1000px/credit-note-D13639.png","https://templates.business-in-a-box.com/imgs/250px/13639.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13639.xml",{"title":143,"description":6},"credit note",[145,148],{"label":146,"url":147},"Credit & Collection","credit-collection",{"label":146,"url":147},"/template/credit-note-D13639",{"description":151,"descriptionCustom":6,"label":152,"pages":8,"size":9,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":165},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: OFFICIAL DEMAND LETTER REGARDING [DESCRIBE] Dear [CONTACT NAME], Based on our records, you were required to have paid $ [AMOUNT] USD (the \"Debt\") to [COMPANY NAME] on [DATE], for [SERVICE REQUIRING PAYMENT]. This Debt remains outstanding, despite our initial requests for payment. ","Demand Letter","https://templates.business-in-a-box.com/imgs/1000px/demand-letter-D13262.png","https://templates.business-in-a-box.com/imgs/250px/13262.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13262.xml",{"title":157,"description":6},"demand letter",[159,162],{"label":160,"url":161},"Human Resources","human-resources",{"label":163,"url":164},"Company Policies","company-policies","/template/demand-letter-D13262",{"description":167,"descriptionCustom":6,"label":168,"pages":8,"size":9,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":181,"url":182},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF CANCELLATION OF CONTRACT Dear [Contact name], Notice is hereby given that we are canceling our contract dated [Date] for the sale of [Description of goods] to [Name of firm], for the following reason: On [Date], you breached said contract in the following respect: [SPECIFY]","Notice of Cancellation of Contract","https://templates.business-in-a-box.com/imgs/1000px/notice-of-cancellation-of-contract-D450.png","https://templates.business-in-a-box.com/imgs/250px/450.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#450.xml",{"title":173,"description":6},"notice of cancellation of contract",[175,178],{"label":176,"url":177},"Finance & Accounting","finance-accounting",{"label":179,"url":180},"Administration","business-administration","notice cancellation contract","/template/notice-of-cancellation-of-contract-D450",false,{"seo":185,"reviewer":197,"legal_disclaimer":201,"quick_facts":202,"at_a_glance":204,"personas":208,"variants":233,"glossary":258,"clauses":289,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":432,"comparisons":457,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":513,"classification":514},{"meta_title":186,"meta_description":187,"primary_keyword":15,"secondary_keywords":188},"Partial Rejection of Non-Conforming Goods Template (Free Word)","Free partial rejection of non-conforming goods letter template. Formally reject defective shipment portions while accepting the rest. Used in 190+ countries. Free Word and PDF download.",[189,190,191,192,193,194,195,196],"partial rejection letter template","non-conforming goods rejection letter","rejection of defective goods letter","partial acceptance of goods template","commercial goods rejection notice","UCC non-conforming goods letter","partial rejection of delivery template","goods rejection notice word",{"name":198,"credential":199,"reviewed_date":200},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":203,"legal_review_recommended":201,"signature_required":201,"notarization_required":183},"advanced",{"what_it_is":205,"when_you_need_it":206,"whats_inside":207},"A Partial Rejection of Non-Conforming Goods is a formal written notice a buyer sends to a seller to reject a specified portion of a delivered shipment that fails to meet contractual specifications, while simultaneously accepting the conforming remainder. This free Word download gives you a legally structured template you can edit online and export as PDF — covering the identification of defective units, the grounds for rejection, accepted quantities, and the remedies or adjustments sought.\n","Use it when you receive a shipment where only part of the goods fail to meet the agreed specifications, quality standards, or purchase order requirements, and you wish to retain the conforming units while formally rejecting and returning — or seeking credit for — the non-conforming ones. Acting promptly with a written notice preserves your legal rights and prevents implied acceptance of defective goods.\n","Buyer and seller identification, purchase order and shipment references, a detailed description of the non-conforming goods and the specific defects observed, the quantity accepted versus rejected, the legal basis for rejection under the governing sales agreement or applicable law, and a clear statement of the remedy sought — return, replacement, price reduction, or credit note.\n",[209,213,217,221,225,229],{"title":210,"use_case":211,"icon_asset_id":212},"Procurement managers","Formally rejecting defective units from a supplier while retaining conforming stock","persona-procurement-manager",{"title":214,"use_case":215,"icon_asset_id":216},"Small business owners","Protecting payment rights when a supplier delivers mixed-quality goods","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Operations directors","Documenting partial non-conformance to trigger supplier corrective action","persona-operations-director",{"title":222,"use_case":223,"icon_asset_id":224},"Import/export managers","Rejecting a portion of an international shipment while clearing customs on conforming items","persona-import-export-manager",{"title":226,"use_case":227,"icon_asset_id":228},"Retail buyers","Accepting saleable inventory while rejecting damaged or mislabeled units before restocking","persona-retailer",{"title":230,"use_case":231,"icon_asset_id":232},"Quality assurance officers","Translating inspection findings into a binding legal rejection notice with quantified defects","persona-qa-officer",[234,238,241,244,248,251,254],{"situation":235,"recommended_template":236,"slug":237},"Rejecting the entire shipment because no goods meet specifications","Rejection of Non-Conforming Goods (Full Rejection)","rejection-of-non-conforming-goods-D1074",{"situation":239,"recommended_template":240,"slug":237},"Accepting all goods but seeking a price reduction for quality shortfalls","Notice of Price Adjustment for Non-Conforming Goods",{"situation":242,"recommended_template":90,"slug":243},"Notifying a supplier of defects and requesting replacement before formal rejection","notice-of-defective-goods-D1061",{"situation":245,"recommended_template":246,"slug":247},"Documenting inspection findings before issuing a rejection notice","Goods Inspection Report","buyer's-property-inspection-report-D1168",{"situation":249,"recommended_template":138,"slug":250},"Requesting a credit note after the seller agrees to the partial rejection","credit-note-D13639",{"situation":252,"recommended_template":121,"slug":253},"Placing a replacement order for the rejected portion of goods","purchase-order-D1411",{"situation":255,"recommended_template":256,"slug":257},"Escalating a supplier dispute after rejection goes unacknowledged","Notice of Breach of Contract","breach-of-contract-letter-D12695",[259,262,265,268,271,274,277,280,283,286],{"term":260,"definition":261},"Non-Conforming Goods","Goods that fail to match the contractual description, agreed specifications, sample, or quality standard stated in the purchase order or sales contract.",{"term":263,"definition":264},"Partial Rejection","The buyer's exercise of a right to reject only the portion of a shipment that does not conform to contract, while accepting and paying for the conforming remainder.",{"term":266,"definition":267},"Perfect Tender Rule","A UCC principle giving buyers the right to reject an entire delivery if the goods or tender fail in any respect to conform to the contract, though partial acceptance is also permitted.",{"term":269,"definition":270},"Acceptance (of Goods)","The buyer's act — express, implied, or by failure to reject within a reasonable time — of acknowledging the goods as conforming, which generally waives the right to rejection.",{"term":272,"definition":273},"Revocation of Acceptance","A buyer's withdrawal of a prior acceptance of non-conforming goods, permitted under the UCC when a defect substantially impairs value and was not reasonably discoverable at the time of acceptance.",{"term":275,"definition":276},"Cure","The seller's right, in certain circumstances, to correct a defective or non-conforming tender within the contract delivery period or within a reasonable additional time.",{"term":278,"definition":279},"Inspection Period","The window of time after delivery during which the buyer has the right to examine goods for conformity before acceptance is deemed to have occurred.",{"term":281,"definition":282},"Price Allowance","A negotiated reduction in the contract price the seller grants the buyer in lieu of returning non-conforming goods, preserving the commercial relationship while compensating for the deficiency.",{"term":284,"definition":285},"Purchase Order (PO)","The buyer's written offer to purchase specified goods at a stated price and quantity, which forms the basis for measuring conformity when goods are delivered.",{"term":287,"definition":288},"Consequential Damages","Losses beyond the direct value of defective goods — such as lost profits or production downtime — that a buyer may claim when a seller's non-conformance causes downstream harm.",[290,295,300,305,310,315,320,325,330],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and transaction identification","Identifies both the buyer and seller by their full legal names and addresses, and references the specific purchase order number, invoice number, and delivery date that the notice relates to.","This notice is issued by [BUYER LEGAL NAME] ('Buyer'), located at [BUYER ADDRESS], to [SELLER LEGAL NAME] ('Seller'), located at [SELLER ADDRESS], regarding Purchase Order No. [PO NUMBER] dated [PO DATE] and corresponding delivery received on [DELIVERY DATE].","Referencing only an invoice number without the purchase order number. The PO defines the contractual specifications; without it, the seller can dispute the applicable standard for conformity.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Description of goods received","States the total quantity and description of goods delivered, as reflected on the packing slip or bill of lading, to establish the baseline for the partial rejection calculation.","Buyer received a total of [TOTAL QUANTITY] units of [PRODUCT DESCRIPTION] (SKU: [SKU NUMBER]) under the referenced Purchase Order. Delivery was made by [CARRIER NAME], tracking number [TRACKING NUMBER].","Omitting the carrier and tracking reference. Without this, the seller may dispute the delivery event itself, especially for cross-border shipments.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Identification of non-conforming goods and defects","Specifies the exact quantity of non-conforming units, the nature of the defect or non-conformance, and how the defects were discovered — including inspection method and date.","Upon inspection conducted on [INSPECTION DATE], Buyer identified [REJECTED QUANTITY] units as non-conforming due to the following defects: [DESCRIPTION OF DEFECTS — e.g., dimensional variance exceeding tolerance of ±[X]mm / discoloration inconsistent with approved sample / missing certification markings]. Inspection was conducted by [INSPECTOR NAME / THIRD-PARTY LAB].","Describing defects in vague terms like 'poor quality' or 'not as expected.' Defects must be specified against the contractual standard — tolerances, sample references, or specification sheet clause numbers — to withstand a seller's challenge.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Statement of partial acceptance","Expressly states the quantity the buyer is accepting and confirms the buyer's intent to pay for the conforming units at the agreed contract price.","Buyer hereby accepts [ACCEPTED QUANTITY] units as conforming to the specifications set out in Purchase Order No. [PO NUMBER]. Buyer will remit payment of [CURRENCY][ACCEPTED AMOUNT] for the accepted units in accordance with the payment terms of the Purchase Order.","Failing to explicitly state acceptance of the conforming portion. Courts have found that a rejection notice that only addresses defective goods, without confirming acceptance of the rest, creates ambiguity about whether the buyer is rejecting the full shipment.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Formal rejection of non-conforming portion","Issues the formal legal notice of rejection for the non-conforming units and states the legal basis — the contract clause, purchase order term, or applicable statute — under which the buyer is exercising the right to reject.","Buyer hereby formally rejects the [REJECTED QUANTITY] non-conforming units described above pursuant to [CONTRACT CLAUSE / Article [X] of the Sales Agreement dated [DATE] / Section 2-601 of the Uniform Commercial Code / applicable law]. These units are held at Seller's risk and expense pending Seller's written instructions.","Issuing the rejection without citing the contractual or statutory basis. This weakens the buyer's position in any subsequent dispute and may allow the seller to argue the rejection was commercially unreasonable.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Remedy sought","States clearly what the buyer is requesting — return and full credit, replacement with conforming goods, a price reduction (allowance), or a combination — and sets a deadline for the seller to respond.","Buyer requests that Seller, within [X] business days of receipt of this notice: (a) arrange collection of the rejected [REJECTED QUANTITY] units at Seller's cost; and (b) [issue a credit note for [CURRENCY][REJECTED AMOUNT] / deliver replacement conforming units by [DATE] / reduce the invoice price by [PERCENTAGE OR AMOUNT]]. Failure to respond within the stated period shall entitle Buyer to return the goods at Seller's expense and seek damages.","Requesting a remedy without a deadline. An open-ended remedy request allows the seller to delay indefinitely while the buyer bears storage costs and production disruption.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Storage and preservation of rejected goods","Confirms the buyer's obligation to hold the rejected goods with reasonable care until the seller arranges collection, and disclaims liability for deterioration beyond the buyer's control.","Pending collection or further instruction from Seller, Buyer will store the rejected units with reasonable care at [STORAGE LOCATION]. Buyer shall not be liable for any deterioration in value arising from the goods' own non-conformance or from the passage of time during Seller's reasonable response period.","Ignoring the storage obligation entirely. In most jurisdictions, a buyer who disposes of or uses rejected goods before the seller can inspect them loses the right to rejection and may be liable for conversion.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Reservation of rights","Preserves the buyer's full range of legal remedies, including claims for consequential damages, and ensures that accepting partial payment or any preliminary accommodation by the seller does not waive those rights.","This notice and any accommodation made by Buyer pending Seller's response are issued without prejudice to, and without waiving, any other rights or remedies available to Buyer at law or in equity, including but not limited to claims for consequential damages arising from the non-conformance.","Omitting a reservation of rights. If the buyer accepts a replacement shipment or partial credit without this clause, a court may find that they waived their right to seek additional damages for production losses or downstream costs.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and notice provisions","Confirms the governing law that applies to the rejection, the method by which notice is properly given, and the addresses for formal communication between the parties.","This notice is governed by the laws of [STATE / PROVINCE / COUNTRY]. Notice is effective upon receipt by email at [SELLER EMAIL] and confirmed by [COURIER / REGISTERED MAIL] to [SELLER ADDRESS]. Any dispute arising from this rejection shall be resolved in accordance with the dispute resolution provisions of the underlying Sales Agreement.","Sending the rejection only by email when the underlying contract specifies written notice by courier or registered mail. If the notice method does not comply with the contract, the rejection may be deemed invalid, and acceptance of the entire shipment could be implied.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Gather the purchase order, invoice, and delivery documents","Before completing the template, collect the original purchase order, the seller's invoice, the packing slip or bill of lading, and any quality specification sheets referenced in the contract. These documents provide the conformity standard against which the rejection is measured.","Attach copies of the PO and any approved samples or specification sheets to the rejection notice — the seller cannot dispute the standard if it is included in the notice itself.",{"step":342,"title":343,"description":344,"tip":345},2,"Conduct and document the inspection","Inspect the shipment promptly after delivery and record the defects with specificity — unit count, defect type, measurements or photos, and the name of the inspector. Complete this before filling in the defect description clause.","Photograph defective units next to conforming units from the same shipment. Visual evidence is the single most effective way to resolve a rejection dispute without litigation.",{"step":347,"title":348,"description":349,"tip":350},3,"Enter the buyer and seller details and transaction references","Fill in both parties' full legal names and addresses. Enter the PO number, invoice number, delivery date, carrier name, and tracking number in the parties and transaction identification clause.","Use the seller's registered legal entity name — not a trade name — to ensure the notice is directed to the correct contracting party.",{"step":352,"title":353,"description":354,"tip":355},4,"Specify the non-conforming quantity and defect description","In the non-conforming goods clause, state the exact number of rejected units and describe each defect type with reference to the contractual specification it violates. List defects separately if there are multiple types.","Tie every defect description to a specific clause or exhibit in the purchase order or specification sheet — e.g., 'Clause 4.2 of the Technical Specification requires tensile strength of at least [X] MPa; tested units measured [Y] MPa.'",{"step":357,"title":358,"description":359,"tip":360},5,"State the accepted quantity and payment amount","Calculate the accepted quantity (total delivered minus rejected units), multiply by the unit price, and enter the resulting payment amount in the partial acceptance clause. Confirm payment will be made on the original terms.","If you are withholding the full invoice payment pending resolution of the rejection, note that explicitly — this prevents the seller from claiming late payment on the conforming portion.",{"step":362,"title":363,"description":364,"tip":365},6,"Select and complete the remedy clause","Choose the remedy that applies — return and credit, replacement, or price allowance — and delete the alternatives. Set a specific response deadline, typically 5–10 business days for domestic suppliers and 10–15 for international.","For perishable or time-sensitive goods, set a shorter deadline and add a clause stating the goods will be disposed of at the seller's cost if not collected within the stated period.",{"step":367,"title":368,"description":369,"tip":370},7,"Review governing law and notice method","Check the governing law clause against the dispute resolution terms in your underlying sales agreement. Confirm the notice delivery method matches what the contract requires — email, courier, or registered mail.","Send the notice by both email and tracked courier simultaneously to create a clear record of the delivery date, which starts the clock on the seller's response deadline.",{"step":372,"title":373,"description":374,"tip":375},8,"Sign and dispatch the notice promptly","Have an authorized signatory — the procurement manager, operations director, or a company officer — sign the notice. Dispatch it immediately; delay can be construed as acceptance in most jurisdictions.","In UCC jurisdictions, 'reasonable time' for rejection is typically measured in days, not weeks, from delivery. Never wait more than 5 business days to issue a rejection notice without documenting the reason for the delay.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Delaying the rejection notice beyond a reasonable time","Under the UCC and equivalent statutes, a buyer who holds goods beyond a reasonable period without rejecting them is deemed to have accepted them — permanently waiving the right to rejection and the remedies that flow from it.","Issue the rejection notice within 2–5 business days of discovery of the defect. If the inspection requires more time, send a preliminary notice of potential non-conformance to the seller immediately, followed by the formal rejection once the inspection is complete.",{"mistake":382,"why_it_matters":383,"fix":384},"Describing defects without referencing the contractual standard","Vague defect descriptions like 'poor quality' or 'not what we ordered' give the seller grounds to dispute the rejection and argue the goods were merchantable — leaving the buyer in a weak position in mediation or court.","Cite the specific PO clause, specification sheet section, or approved sample reference that the goods fail to meet, and quantify the variance where possible — dimensions, weights, test results, or color codes.",{"mistake":386,"why_it_matters":387,"fix":388},"Failing to explicitly accept and offer payment for the conforming portion","A rejection notice that only addresses defective units — without confirming acceptance of conforming ones — can be read as a full rejection, exposing the buyer to a claim for wrongful rejection of the entire shipment.","Always include a separate clause that states the accepted quantity and confirms the buyer will pay for conforming units on the original payment terms, even if the invoice is partially withheld pending resolution.",{"mistake":390,"why_it_matters":391,"fix":392},"Disposing of or using rejected goods before the seller inspects them","Using or processing rejected goods after issuing a rejection notice effectively constitutes acceptance and extinguishes the right to rejection in most jurisdictions, regardless of defect severity.","Quarantine rejected goods in a dedicated storage area, issue a written storage confirmation to the seller, and do not touch or reprocess them until the seller has had a reasonable opportunity to inspect and collect.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting a reservation of rights","Accepting a replacement shipment or partial credit without explicitly reserving rights can be construed as a full settlement, barring subsequent claims for consequential damages such as production downtime or lost customer contracts.","Include a standard reservation-of-rights clause in every rejection notice and in any follow-up correspondence, and ensure it is not waived by any side letter or email exchange during the resolution process.",{"mistake":398,"why_it_matters":399,"fix":400},"Using the wrong notice method","If the underlying sales contract specifies written notice by registered mail or courier and the buyer sends only an email, the rejection may be legally invalid — and acceptance of the entire shipment may be implied as of the delivery date.","Check the notice provisions in the sales agreement before dispatching the rejection notice and use exactly the method specified. When in doubt, use both email and tracked physical delivery simultaneously.",[402,405,408,411,414,417,420,423,426,429],{"question":403,"answer":404},"What is a partial rejection of non-conforming goods?","A partial rejection of non-conforming goods is a formal legal notice a buyer sends to a seller to reject only the portion of a delivered shipment that fails to meet the agreed contractual specifications, while accepting and paying for the conforming remainder. It allows buyers to preserve their supply chain operations using the usable goods while enforcing their contractual rights against defective units — without having to refuse the entire delivery.\n",{"question":406,"answer":407},"What is the legal basis for rejecting non-conforming goods?","In the United States, Article 2 of the Uniform Commercial Code (UCC) gives buyers the right to reject goods that fail to conform to the contract in any respect. The UCC also permits partial acceptance — taking any commercial unit or units and rejecting the rest. In the UK and Commonwealth countries, the Sale of Goods Act and equivalent provincial statutes provide similar rights. In most jurisdictions, the buyer must reject within a reasonable time and notify the seller of the grounds for rejection; failure to do so constitutes acceptance.\n",{"question":409,"answer":410},"How quickly must I issue a rejection notice after delivery?","Speed is critical. Under the UCC and most comparable statutes, rejection must occur within a \"reasonable time\" after delivery — which courts have interpreted as anywhere from a few days to a couple of weeks depending on the nature of the goods and the complexity of the inspection. For commercial goods with straightforward specifications, 2–5 business days is a safe general guideline. Waiting longer risks implied acceptance, which extinguishes the rejection right entirely.\n",{"question":412,"answer":413},"What happens to the rejected goods after I send the notice?","After issuing the rejection notice, you are legally obligated to hold the rejected goods with reasonable care and give the seller a reasonable opportunity to inspect them before collection. You must not use, process, or dispose of the goods without the seller's consent — doing so constitutes acceptance regardless of the defect. The seller is generally responsible for collection costs and bears the risk of loss on the rejected portion from the time of rejection.\n",{"question":415,"answer":416},"Can I reject goods I have already partially used or processed?","Generally no. Under the UCC and most equivalent statutes, using or materially altering goods after discovering a defect is treated as acceptance and waives the right to rejection. The exception is revocation of acceptance, which is available in limited circumstances where a defect that substantially impairs the value of the goods was not reasonably discoverable at the time of acceptance. Revocation is harder to establish than timely rejection and typically requires legal advice.\n",{"question":418,"answer":419},"What remedies can I request in a partial rejection notice?","The most common remedies are: (1) return of the rejected goods and a credit note or refund for the rejected amount; (2) replacement of the rejected units with conforming goods by a specified date; and (3) a price allowance — a reduction in the invoice price reflecting the non-conformance, allowing the buyer to keep all goods at a reduced price. You may also claim consequential damages — such as production downtime or lost customer contracts — if the non-conformance caused measurable downstream losses, subject to the contract's limitation-of- liability clause.\n",{"question":421,"answer":422},"Does a partial rejection release me from paying for the accepted goods?","No. Accepting the conforming portion of a shipment creates an obligation to pay for those units at the contract price. Withholding the full invoice payment — including the conforming portion — exposes you to a claim for late payment or breach. Best practice is to pay for the accepted units on the original payment terms while separately pursuing the remedy for the rejected portion through the rejection notice.\n",{"question":424,"answer":425},"What is the difference between rejection and revocation of acceptance?","Rejection occurs before acceptance — typically within days of delivery after a prompt inspection reveals non-conformance. Revocation of acceptance is a remedy available when a buyer has already accepted goods but later discovers a defect that substantially impairs their value and that was either concealed by the seller or not reasonably discoverable at the time of acceptance. Rejection is generally easier to establish and should always be the first resort when defects are discovered promptly after delivery.\n",{"question":427,"answer":428},"Do I need a lawyer to send a partial rejection notice?","For standard domestic commercial transactions with clear contractual specifications and moderate values, a well-drafted template is typically sufficient. Legal advice is recommended when the transaction value is substantial, when the rejection is likely to be disputed by the seller, when the goods are part of an international sale governed by CISG, when consequential damage claims are significant, or when the seller is likely to argue that the buyer accepted the goods through prior course of dealing.\n",{"question":430,"answer":431},"Does the UN Convention on Contracts for the International Sale of Goods (CISG) apply to my rejection?","The CISG applies to commercial sales of goods between parties whose places of business are in different countries that have ratified the Convention — covering over 90 countries including the US, Canada, China, Germany, and France. Under the CISG, a buyer may declare a contract avoided only for a fundamental breach; for lesser non-conformances, the buyer is entitled to a price reduction or replacement rather than full avoidance. Partial rejection of a non-conforming portion is permitted under Article 51. Parties can exclude the CISG by express contract language.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Manufacturing","industry-manufacturing","Component and raw material non-conformance against engineering tolerances triggers partial rejection to keep production lines running on conforming stock while quarantining defective parts.",{"industry":438,"icon_asset_id":439,"specifics":440},"Retail and E-commerce","industry-retail","Buyers reject mislabeled, damaged, or off-specification units from supplier shipments before restocking, avoiding customer returns and regulatory non-compliance on the rejected portion.",{"industry":442,"icon_asset_id":443,"specifics":444},"Food and Beverage","industry-food-beverage","Perishable goods subject to weight, freshness, or labeling standards require rapid rejection notices — often within 24–48 hours — with disposal provisions for goods that cannot be held pending seller collection.",{"industry":446,"icon_asset_id":447,"specifics":448},"Construction and Building Materials","industry-construction","Structural materials tested against load, fire-rating, or dimensional specifications are partially rejected when out-of-spec units arrive alongside conforming ones, with retention of conforming units to avoid project delays.",{"industry":450,"icon_asset_id":451,"specifics":452},"Import and Export / Logistics","industry-logistics","Cross-border shipments subject to CISG require rejection notices that address both the applicable convention and the underlying sales contract, with careful attention to inspection timing at port of entry.",{"industry":454,"icon_asset_id":455,"specifics":456},"Healthcare and Medical Devices","industry-healthtech","FDA-regulated components and medical supplies must meet strict specification and sterility requirements; partial rejection notices must reference the applicable regulatory standard and trigger a supplier corrective action request (SCAR).",[458,462,465,468],{"vs":459,"vs_template_id":460,"summary":461},"Full rejection of non-conforming goods","D{FULL_REJECTION_ID}","A full rejection notice rejects the entire shipment because all — or substantially all — delivered goods fail to conform. A partial rejection is appropriate when only a portion of the shipment is defective and the buyer wants to retain conforming units to maintain operations. Partial rejection is generally preferable when possible because it reduces supply chain disruption and limits the scope of the commercial dispute.",{"vs":90,"vs_template_id":463,"summary":464},"notice-of-defective-goods-D1067","A notice of defective goods informs the seller of quality issues without formally exercising the right of rejection — it is typically used to open a dialogue or give the seller an opportunity to cure before the buyer decides whether to reject. A partial rejection of non-conforming goods is the formal legal act of rejection itself, which triggers the seller's obligations and preserves the buyer's remedies. Use the defective goods notice first if cure is possible; issue the rejection notice if cure is declined or the deadline passes.",{"vs":256,"vs_template_id":466,"summary":467},"notice-of-breach-of-contract-D1064","A notice of breach of contract addresses a broader failure to perform contractual obligations — including, but not limited to, delivery of non-conforming goods. A partial rejection of non-conforming goods is a specific, self-contained notice for the goods-rejection scenario and is the appropriate first document when a shipment contains defective units. If the seller fails to respond to the rejection or provide the requested remedy, a breach of contract notice may follow as an escalation step.",{"vs":121,"vs_template_id":253,"summary":469},"A purchase order establishes the contractual specifications and quantities that the seller must deliver. A partial rejection of non-conforming goods is the enforcement mechanism used when the seller fails to meet those specifications on delivery. The rejection notice always cross-references the purchase order that defined the conformity standard — without a clear PO, the rejection is significantly harder to sustain.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Standard domestic B2B transactions with clear purchase order specifications and moderate rejection values below $25,000","Free","30–60 minutes",{"best_for":476,"cost":477,"time":478},"Transactions above $25,000, international shipments, or situations where the seller is likely to dispute the rejection","$200–$600 for a lawyer review of the completed notice","1–2 business days",{"best_for":480,"cost":481,"time":482},"High-value rejections, CISG-governed international sales, regulated industries (medical devices, food safety), or situations involving significant consequential damage claims","$800–$3,000+","3–7 business days",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","UCC Article 2 governs the sale of goods in all US states except Louisiana. Section 2-601 provides the perfect tender rule — buyers may reject goods that fail to conform in any respect. Section 2-606 defines acceptance; Section 2-607 states that acceptance precludes rejection. Partial acceptance is expressly permitted under Section 2-601(c). State law variations are minimal for core rejection rights, but limitation-of-liability and consequential damages exclusions vary by state court interpretation.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Each province has a Sale of Goods Act modeled on the UK statute, giving buyers the right to reject goods that do not correspond to description, sample, or implied conditions of merchantability. Ontario, British Columbia, and Alberta follow similar frameworks but have minor statutory differences. Quebec applies the Civil Code of Quebec rather than the common-law Sale of Goods regime, requiring attention to different codified rules on non-conformance and notice. The CISG applies to international sales between Canadian and foreign parties unless excluded.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 (as amended by the Sale and Supply of Goods Act 1994) governs goods contracts. Buyers have a short-form right to reject goods that do not conform to the contract, but this right is lost once acceptance has occurred. The Consumer Rights Act 2015 applies to B2C transactions with stronger short-term rejection rights. For B2B contracts, the right to reject may be modified by contract terms, subject to the reasonableness test under the Unfair Contract Terms Act 1977. Post-Brexit, the UK no longer applies the CISG automatically.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","The CISG applies to international commercial sales between EU member states and other contracting states unless the parties opt out. Domestically, EU member states apply their own civil law sales regimes — many derived from French or German commercial codes — which generally allow buyers to claim reduction of price (actio quanti minoris) or avoidance for non-conformance. The EU Sale of Goods Directive (2019/771) harmonizes B2C remedies but does not govern B2B contracts directly. GDPR considerations apply when the rejection notice transmits personal data of employees or contacts.",[243,257,253,250,505,506,507,508,509,510,511,512],"demand-letter-D13262","notice-of-cancellation-of-contract-D450","sales-invoice-D383","vendor-agreement-D13292","acknowledged-receipt-of-goods-D1046","supply-agreement-D918","return-authorization-D1342","assignment-of-a-claim-for-damages-D937",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":113,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"sales-and-purchase","notice","general","all-stages",[520,521,522,523,524],"partial-rejection","non-conforming-goods","quality-control","purchase-agreement","buyer-protection",0.92,"\u003Ch2>What is a Partial Rejection of Non-Conforming Goods?\u003C/h2>\n\u003Cp>A \u003Cstrong>Partial Rejection of Non-Conforming Goods\u003C/strong> is a formal written notice a buyer delivers to a seller to reject a specified, defective portion of a commercial shipment while expressly accepting and retaining the conforming remainder. Unlike a full rejection — which refuses the entire delivery — a partial rejection allows the buyer to keep usable inventory, maintain production continuity, and fulfill downstream obligations, while simultaneously preserving enforceable legal rights against the units that failed to meet the agreed contractual specifications. The document identifies the defective units by quantity and defect type, states the legal basis for rejection under the governing contract or applicable statute, and demands a specific remedy — return and credit, replacement, or a price allowance — within a defined deadline.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Failing to issue a timely, properly structured rejection notice is one of the most consequential procedural errors in commercial purchasing. Under the UCC and equivalent statutes in Canada, the UK, and the EU, a buyer who holds non-conforming goods beyond a reasonable period without rejecting them is legally deemed to have accepted them — permanently extinguishing the right to rejection and the remedies that flow from it. An informal complaint by email, a verbal conversation with your sales rep, or a vague quality dispute ticket does not constitute legal rejection. Without a written notice that identifies the defects against the contractual standard, states the rejected quantity, and demands a specific remedy, your supplier can deny the defect, dispute your characterization, and invoice you for the full shipment. This template gives you the structured, enforceable notice you need to protect your payment rights, preserve your consequential damage claims, and create the documented paper trail that supports escalation, mediation, or litigation if the seller fails to respond.\u003C/p>\n",1781185912420]