Printable Format84-2-605. Waiver of buyer's objections by failure to particularize. (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach:
(a) Where the seller could have cured it if stated seasonably; or
(b) between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.
(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
History: L. 1965, ch. 564, § 85; L. 2007, ch. 90, § 57; July 1, 2008.
KANSAS COMMENT, 1996
1. This section sets out when a buyer must particularize its grounds for rejecting goods as nonconforming. A buyer that fails to particularize when required by this section waives any right to rely on the unstated defects to justify its rejection or establish a breach of contract. Paragraph (1)(a) requires a buyer to state all defects discoverable by reasonable inspection that the seller could have cured had they had been stated. If there is no right to cure (see 84-2-508), there is no duty to particularize under this paragraph. Paragraph (1)(b) requires a merchant buyer to state all grounds for rejection when a merchant seller in writing requests a full and final written statement of all defects, even if there is no ability to cure. Paragraph (1)(a) does not require the notice of defects to be in writing, although certainly it would be wise to do so. Paragraph (1)(b) requires a written particularization of defects..
2. Under subsection (2), payment against documents constitutes a waiver of defects that are apparent on the face of the documents.