Goods shipped, invoice unpaid, buyer is unresponsive. Article 2 of the UCC controls.
A goods-sale collection moves out of common-law contract and into Article 2 of the Uniform Commercial Code, codified in Washington at Chapter 62A.2 RCW. Article 2 supplies its own framework for offer and acceptance (often a PO followed by a seller acknowledgment, or shipment followed by an invoice), its own rules on rejection and revocation of acceptance, and its own measure of damages on nonpayment. The standard Washington collection statutes apply on top: RCW 4.84.330 reciprocal fees if the underlying agreement has a fee clause, RCW 19.52.010 default interest, and the offer-of-settlement procedure where the amount fits. This page walks the vendor-side analysis.
Acceptance, rejection, and revocation
Article 2 imposes a short window for the buyer to reject nonconforming goods or to revoke a prior acceptance. The general rule under RCW 62A.2-602 is that rejection must occur within a reasonable time after delivery and the buyer must seasonably notify the seller. A buyer that takes delivery, uses the goods, and only later raises a quality complaint is constrained: the acceptance is generally effective, and the remedy is damages for nonconformity rather than rejection-and-return. RCW 62A.2-607 then provides that a buyer who has accepted goods must pay at the contract rate and may set off damages against the price, but must notify the seller of any breach within a reasonable time after discovery or be barred from the remedy. For the vendor, that notice rule is the lever: if the buyer did not notify in a reasonable time, the breach defense is waived as a matter of law.
Action for the price under RCW 62A.2-709
RCW 62A.2-709 gives the vendor an action for the price (a direct collection action) when the buyer has accepted the goods, when the goods have been lost or damaged within a commercially reasonable time after the risk of loss passed to the buyer, or when the goods were identified to the contract and the vendor cannot resell them at a reasonable price. The first case is the typical unpaid-invoice scenario: goods accepted, payment not made, action for the price. This is the cleanest theory on a delivered-goods file. Plead it directly in the demand letter.
The PO-and-acknowledgment record
The clearest evidence of an Article 2 contract is the PO from the buyer plus the seller's acknowledgment (or shipment, where acknowledgment can be inferred from performance). The standard battle-of-the-forms issue arises when the PO and the acknowledgment have different terms; under RCW 62A.2-207, between merchants additional terms in the acknowledgment may or may not become part of the contract depending on whether they materially alter the PO. For a demand-letter purpose, you generally do not need to resolve the battle of the forms; you need to show that a contract for the sale of goods existed, the goods were delivered, and the price was not paid. Attach the PO, the acknowledgment, the shipping record, and the invoice.
What the vendor demand letter should do
- Identify the contract (PO plus acknowledgment, or master supply agreement plus order schedule) and attach it.
- Cite Article 2 of the UCC (RCW 62A.2-709 for the action for the price; RCW 62A.2-607 for the notice-of-breach rule if the buyer is now claiming a quality issue).
- State the unpaid balance with per-diem interest under RCW 19.52.010 or the contractual rate.
- Cite RCW 4.84.330 if the agreement has a fee clause.
- Attach the delivery proof: signed BOL, freight invoice, customer signoff.
- Demand payment by a specific date, 15 business days from the letter.
- State the next step: filing an action for the price in the appropriate Washington court, with any prejudgment writ of attachment or replevin where the goods are still in the buyer's hands and the contract supports it.
- Send certified mail to the buyer's registered agent (Washington Secretary of State) and accounts-payable contact, plus email.
Documents to upload before the letter goes out
- The PO from the buyer (or the master supply agreement plus order schedule).
- The seller's acknowledgment or order confirmation.
- The shipping record (BOL, packing slip, signed delivery receipt).
- The invoice in the form sent.
- Any inspection or quality-control record from the buyer.
- The buyer's written communications about delivery, acceptance, or rejection.
- If the buyer raised a quality complaint, the date of complaint and what was said.
When this becomes worth hiring an attorney
- Principal at issue above roughly $3,000.
- A fee clause in the underlying agreement (PO or supply agreement).
- A buyer that is a real business with credit and reputation exposure.
- A clean acceptance record (delivery accepted, no timely written rejection or revocation).
What I review when you send the file
I read the PO and acknowledgment to identify the contract terms (including any fee clause), then the delivery record to confirm acceptance, then any post-delivery communications to assess whether the buyer met the RCW 62A.2-607 notice obligation. I form a view on whether the action for the price under RCW 62A.2-709 is clean, whether the file needs tightening, or whether a written email evaluation should come first.
Primary sources
- RCW 62A.2-607: effect of acceptance and notice-of-breach rule.
- RCW 62A.2-709: action for the price.
- RCW 62A.2-602: manner and effect of rightful rejection.
- RCW 62A.2-207: additional terms in acceptance or confirmation (battle of the forms).
- RCW 4.84.330: reciprocal attorney-fee statute.
- RCW 19.52.010: 12 percent default interest.
This page is an educational resource. Sergei Tokmakov is a California attorney (CA Bar #279869) currently seeking admission to the Washington State Bar.