Acceptance in the Sale of Goods: Understanding Buyer’s Rights and Duties
When we talk about acceptance in the context of a sale of goods, we are dealing with one of the most important turning points in the contract. Why? Because acceptance determines whether the buyer can still reject the goods, or whether they are bound to keep them and rely only on other remedies such as damages. Both the Sale of Goods Act 1979 (SGA) and the Consumer Rights Act 2015 (CRA) provide rules on acceptance, but the consequences differ depending on whether the transaction is commercial or consumer-based.
What Does “Acceptance” Mean?
Under the SGA, acceptance refers to the moment the buyer is considered to have agreed that the goods conform to the contract, even if they are later found to be defective. Once acceptance has taken place, the right to reject is lost. The buyer can still sue for damages, but the powerful right to send the goods back and demand a refund disappears.
The CRA modernises this idea for consumer contracts, offering stronger protection: consumers are not as easily deemed to have accepted goods, and they enjoy a short-term right to reject (usually 30 days).
Rules on Acceptance under the SGA
The SGA sets out clear rules (mainly in sections 35–36) about how and when acceptance happens:
(a) Express Acceptance
If the buyer tells the seller directly that they accept the goods, acceptance is clear and final. For example, if a retailer delivers 500 shirts and the buyer signs off after inspection saying “these are fine,” they cannot later reject them.
(b) Implied Acceptance
Acceptance can also happen without words, through conduct. For instance, if the buyer uses or resells the goods in a way that shows ownership, the law assumes acceptance.
Example: A company orders machinery, installs it, and begins production. Even if faults appear after months, using the goods in this way indicates acceptance.
(c) Failure to Reject Within Reasonable Time
The buyer also accepts goods if they keep them without rejecting them within a reasonable time. What counts as “reasonable” depends on context—perishable goods must be rejected quickly, while complex goods (like a computer system) may allow more time for testing.
The Significance of Acceptance
Why is this concept so crucial? Because once goods are accepted:
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The buyer cannot reject them (s.35 SGA).
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The only remaining remedy is to claim damages for breach of contract.
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The burden of proof shifts: before acceptance, the seller must prove conformity; after acceptance, the buyer must show breach.
This creates a significant shift in bargaining power.
Acceptance under the CRA
The Consumer Rights Act 2015 updates these rules for consumer contracts. Parliament recognised that consumers are in a weaker position than commercial buyers, so they need clearer, more protective rules.
Key differences:
(a) 30-Day Short-Term Right to Reject
Consumers have a guaranteed right to reject faulty goods within 30 days of delivery. This is much clearer and stronger than the vague “reasonable time” test under the SGA.
Example: If a consumer buys a washing machine and within 25 days it shows a serious fault, they can reject it outright for a full refund, regardless of whether they have “accepted” it by installing or using it.
(b) Repair or Replacement
If the 30-day period has expired, consumers still have strong remedies. They can demand repair or replacement, and if that fails, a price reduction or a final right to reject.
(c) No Automatic Implied Acceptance from Use
Unlike under the SGA, simply using the goods does not automatically mean the consumer has accepted them. The law recognises that consumers often need to try goods in practice to see if they work as promised.
Comparing SGA and CRA
| Aspect | SGA (Commercial Context)
| CRA (Consumer Context) |
|---|
| Definition of acceptance | Express, implied, or failure to reject in reasonable time
| Short-term right to reject regardless of “acceptance” |
| Time limit | “Reasonable time” (flexible,uncertain)
| 30 days fixed right to reject |
| Effect of acceptance | Buyer loses right to reject, can only claim damages
| Consumers retain structured remedies (repair, replace, refund) |
| Use of goods | May imply acceptance | Does not automatically imply acceptance |
Example Scenario
Imagine two situations with the same defective product: a batch of smartphones with faulty batteries.
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Business-to-Business (SGA case):
A wholesaler buys 1,000 phones from a manufacturer, resells 200, and only later discovers the defect. Because the wholesaler resold some units, this behaviour implies acceptance under the SGA. They cannot reject the phones anymore, but can sue for damages.
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Business-to-Consumer (CRA case):
An individual buys one phone from a retailer. After 20 days, the battery overheats. Under the CRA, the consumer can exercise their 30-day short-term right to reject, demand a full refund, and does not lose this right just because they used the phone.
Why Acceptance Rules Matter
The rules on acceptance strike a balance:
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In commercial law, they protect certainty in trade: businesses cannot keep goods indefinitely and later reject them when convenient.
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In consumer law, they protect fairness: individuals should not be trapped by hidden or late-emerging defects.
Understanding these differences is key for lawyers, businesses, and consumers alike.
Acceptance is the legal switch that turns off the buyer’s right to reject under the SGA, but the CRA modernises the law to give consumers clearer, stronger protections.
Under the SGA, which of the following can indicate acceptance of goods by the buyer?
Using the goods in a way that shows ownership.
Simply inspecting the goods without using them.
Receiving a delivery notification by email.
How does acceptance under the CRA differ from the SGA for consumers?
Consumers retain a 30-day short-term right to reject, and using the goods does not automatically imply acceptance.
Consumers lose the right to reject as soon as they open the package.
Acceptance occurs automatically after 7 days regardless of usage.
Which scenario illustrates implied acceptance under the SGA?
A company installs purchased machinery and starts production, later discovering defects.
A consumer opens a box of chocolates but does not eat them.
Receiving a delivery note by email.
In a consumer context under the CRA, what happens if a faulty washing machine is rejected within 25 days?
The consumer can reject it for a full refund, and the 30-day right to reject is preserved.
The consumer must accept the washing machine because they have already used it.
The consumer can only claim damages, not reject the goods.
