Overview

The Acceptance clause details all aspects of the how the buyer will accept the goods, completing the seller's obligations to sell and deliver. This can include the specifications the parties agree the Deliverables must meet, the buyer's opportunity to inspect and/or test the deliverables to make sure they meet the specifications, and how rejection is handled if the Deliverables do not the specifications.

Outside of the Acceptance clause, the parties should define the Deliverables (a specific custom-built piece of software, a certain number, and model of widgets, etc.), including the precise specifications the Deliverables must meet, the "Acceptance Criteria," and include all this in an attachment to the agreement. The date, time, place, and method of delivery are more commonly handled in the Delivery clause.

Our standard clause is limited to a basic time to inspect the Deliverables and the Acceptance Criteria the Deliverables must meet, while our variants include more prolonged opportunity to test and inspect, and Deemed Acceptance conditions. The complexity of the Deliverables is a key determiner in choosing between the variants. For more information on what variant might be best for your business needs, see our discussion below.