We granted leave in this case to determine when the statute of limitations began to run on plaintiffs’ implied warranty claims under the Uniform Commercial Code. A breach of warranty occurs, and thus the statute of limitations1 begins to run, when tender of delivery is made.2 We hold that where the seller is obligated to install goods under a contract, tender of delivery does not occur until installation is completed.3 Furthermore, tender of delivery is not contingent on inspection or testing in the absence of a clear contractual obligation to the contrary.4 There are genuine issues of material fact regarding whether installation was a material term of the contract and *250when installation of the milking system actually took place. Therefore, summary disposition in favor of defendants is reversed, and the case remanded to the trial court for further proceedings.

i

Plaintiffs are commercial dairy farmers. They entered into a contract5 with defendant Tri County Dairy Equipment for the purchase of a milking machine. Tri County is a dealer for Dec International, a company that manufactures parts for milking systems. The equipment was delivered from defendant DEC to defendant Tri County on July 26 and 28, 1989. Defendants allege that the equipment was then delivered to plaintiffs’ farm on or before July 31, 1989. Plaintiffs dispute this date, but concede that the component parts were delivered more than four years before suit was filed. Tri County, assisted by dec, installed the milking system. Defendants contend, and plaintiffs dispute, that the machinery was installed and operational on September 8, 1989. The Michigan Department of Agriculture tested, approved, and licensed the milking system on September 12, 1989.

On September 10, 1993, plaintiffs filed suit against Tri County and dec, claiming that the milking system was defective and had damaged their dairy operation. Defendants filed a motion for summary disposition for the breach of warranty claims, alleging that the four-year period of limitation6 had run, and the suit was time barred. The trial court granted the motion.

*251The Court of Appeals reversed and remanded. It held that tender of delivery did not occur until installation of the milking system was complete and that a genuine issue of fact existed regarding when installation was complete. 218 Mich App 248; 553 NW2d 667 (1996) . We granted leave to appeal. 456 Mich 901 (1997) .

n

All parties agree that the warranty provisions of Michigan’s version of the UCC are controlling and that the appropriate statute of limitations is MCL 440.2725; MSA 19.2725.

Section 2725 provides:

(1) An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than 1 year but may not extend it.

(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

There have been no allegations of a warranty extending to future performance of the goods.7 Thus, the cause of action accrued at the tender of delivery. *252“Tender of delivery” is defined at MCL 440.2503(1); MSA 19.2503(1):

Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable him to take delivery.

Whether a good is a “conforming good” is defined in MCL 440.2106(2); MSA 19.2106(2). The statute describes a good as conforming when it is “in accordance with the obligations under the contract.”8

The Uniform Commercial Code comment following MCL 440.2503; MSA 19.2503 observes that the term “tender” has two different meanings within the section. The first contemplates an “offer coupled with a present ability to fulfill all the conditions resting on the tendering party and must be followed by actual performance if the other party shows himself ready to proceed.” This is the preferred meaning unless “the context unmistakably indicates otherwise . . . .”

The second meaning refers to an offer of goods “under a contract as if in fulfillment of its conditions even though there is a defect when measured against the contract obligation.”

*253We are persuaded that the latter definition of “tender of delivery” is more appropriate under these facts. Under MCL 440.2507; MSA 19.2507, tender of delivery is a condition to both the buyer’s duty to accept the goods and his duty to pay for them. The first definition would be more appropriate where there is nonacceptance of the goods by the buyer. In order for the seller to be entitled to acceptance or payment, the seller must show that he is ready, willing, and able to perform before seeking remedies for breach of contract.9

The second definition of tender anticipates a latent defect in the goods, though performance of the contract otherwise appears to be fulfilled. Professor Hawkland, discussing the two definitions of tender, observed that the term tender is occasionally used “ ‘in Article 2 of the UCC as an offer by the seller to deliver what he believes incorrectly to be conforming goods.’ ”10 Delineating tender of delivery in this manner is consistent with the policy rationale of providing “a finite period in time when the seller knows that he is relieved from liability for a possible breach of contract for sale or breach of warranty,”11 since a seller could not plausibly believe that mere physical delivery would constitute fulfillment of the contract *254where installation is required under the terms of the contract.

There is support for the holding that the second definition is the more appropriate definition to be applied to UCC 2-725(2). In Standard Alliance Industries v Black Clawson Co, 587 F2d 813, 819 (CA 6, 1978),12 the court observed:

We think that “tender” as used in UCC § 2-725(2) is the latter and not the former. A contrary interpretation would extend the statute of limitations indefinitely into the future since a defect at the time of delivery would prevent proper “due tender” from taking place until it was corrected. Under section 2-725, a cause of action accrues upon initial installation of the product regardless whether it functions properly or not so long as the warranty does not extend to future performance.

In applying the second meaning of tender to the facts of this case, tender would not have occurred until the defendant offered conforming goods. The goods would not be conforming, pursuant to MCL 440.2106(2); MSA 19.2106(2), unless the goods were in accordance with the contract obligations. If installation were a term of the contract, then mere physical delivery would not fulfill defendant’s contractual obligation. Only when the component parts were fully installed could the defendant be viewed as tendering goods “as if in” fulfillment of its contractual responsibilities.13

*255We further hold that “tender of deliveiy” is not contingent upon inspection, testing, or acceptance in the absence of a clear contractual provision to the contrary. Our holding is consistent with many other jurisdictions’ interpretations of the ucc.14 In many of these cases, the buyer contends that the presence of a latent defect precludes the tender of delivery of conforming goods.15 We agree that this argument must fail, because otherwise the limitation period provided in the statute would never apply until the seller tenders nondefective conforming goods.16 This argument would be contrary to the purpose of the statute, which is to provide “a finite period in time when the seller knows that he is relieved from liability for a possible breach of contract for sale or breach of warranty.”17

*256in

Under the facts of this case, the Court of Appeals erred regarding defendant dec in holding that the statute of limitations began to run after installation. Dec had no contractual obligation to install the milking machine. Dec’s agreement was to sell the machinery to Tri County, who in turn sold the goods to the Bakers.

As to defendant Tri County, there is no clear indication that installation was a material term of the contract. Whether the contract between the parties embodied installation is a question properly determined by the trier of fact.18 Plaintiff contends that the *257system was not fully installed until September 12, 1989. Defendant, on the other hand, maintains that the system was demonstrated to the plaintiff (necessarily implying that the system was installed) on September 8, 1989. Because there is a genuine issue of material fact regarding when the milking system was installed, the Court of Appeals was correct in reversing summary disposition in favor of defendant Tri County and remanding the issue to the trial court for further proceedings.

Accordingly, we affirm the decision of the Court of Appeals with respect to defendant Tri County. We reverse the decision of the Court of Appeals and reinstate the trial court’s order granting summary disposition to defendant dec.

(concurring in part and dissenting in part). I concur with the majority’s decision to reverse the judgment of the Court of Appeals and reinstate the order granting summary disposition to defendant Dec International. However, I dissent from the major*258ity’s affirmance of the Court of Appeals with regard to defendant Tri County. I would hold that installation is not a prerequisite to tender of delivery, and that in this case tender of delivery was made when the component parts were delivered to plaintiffs’ farm. Accordingly, as to defendant Tri County, I would reverse the decision of the Court of Appeals and reinstate the trial court’s order granting summary disposition as to both defendants.

I agree with the majority that the cause of action accrued at the time of delivery, and that “tender of delivery” is defined at MCL 440.2503(1); MSA 19.2503(1):

Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable him to take delivery.

The majority states that tender has not occurred until the defendant offers conforming goods under MCL 440.2106(2); MSA 19.2106(2), which would require that the goods be installed. Subsection 2106(2) provides:

Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

The majority contends that “ [i]f installation were a term of the contract, then mere physical delivery would not fulfill defendant’s contractual obligation.” Ante, p 254.

The difficulty with this reasoning is that installation is part of the defendant’s conduct under the contract, *259not a definition of a characteristic of the goods.1 For example, if a contract provided that defendant would install a machine and that defendant would provide a yearly service call on that machine for three years, the majority’s reasoning would lead one to say that the goods were not conforming until they were both installed and serviced for three years.

I also find the majority’s conclusion to be incorrect in light of the contract between the parties. Even if, as the majority suggests, there were an installation exception to the tender of delivery rule in the UCC, it could only be triggered by a provision in the contract that clearly provides for installation. Review of the appendix shows that there was no such provision.

Of course, parties to a contract involving the sale of a system requiring installation could avoid § 2725, e.g., with an express contract provision specifically designating that “tender of delivery” would not be complete until the system was installed, or otherwise explicitly set a different time of accrual to avoid § 2725’s accrual provisions. But there is no evidence of such a contractual provision here.

Where a contract requires a seller both to provide goods and to install them, tender of delivery still occurs upon tender of delivery of the component parts under § 2725. Therefore, I would hold that tender of delivery does not require that the goods be installed.

*260The majority complains that this rule “reach[es] ‘the perverse conclusion that the statute of limitations began to ran before the breach occurred.’ ” Ante, p 249, n 4 (emphasis added). This is a misstatement. Under the ucc, “A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made . . . .” MCL 440.2725(2); MSA 19.2725(2). Thus, although plaintiffs may not have discovered the defect at the time the statute of limitations began to ran, the breach has nevertheless occurred, according to the UCC, upon tender of delivery.

Section 2725 specifically provides that the aggrieved party’s lack of knowledge of the breach is irrelevant. The ucc limitation provision at issue, § 2725, turns on “tender of delivery,” not on inspection or acceptance/rejection. We should interpret § 2725 to give meaning to this choice. With respect to sales of goods that require installation, there might be merit in a statute of limitation that would not begin to run until installation or licensing of a system, but the language of § 2725 does not contemplate such a rule. The ucc will cease to be uniform if we depart from its plain language and create a rule that the limitation period does not begin to ran until a system is installed or licensed.

I recognize that there is case law supporting a rale that, with respect to sales of goods requiring installation, “tender of delivery” does not occur until the goods are installed. Williston criticizes one such authority as improperly “mix[ing] into its reasoning the thrust of the discovery rule, stating that only after installation was completed was the buyer in a posi*261tion to determine whether or not the equipment was conforming.” 3 Foran, Williston on Sales (5th ed), § 25-55, p 717. White & Summers state that under § 2725, “the clock ticks even though the buyer does not know the goods are defective.” 1 White & Summers, Uniform Commercial Code (4th ed), § 11-9, p 607. White & Summers also distinguish § 2725 from tort statutes of limitation that do not run until the plaintiff discovers or reasonably should have discovered the breach. Id. A rule that, with respect to sales of goods requiring installation, tender of delivery does not occur until goods are installed, appears to rest on the rationale that the buyer cannot inspect or test the goods until they are installed. This rationale is unpersuasive in the context of § 2725’s provision that a cause of action accrues when the breach occurs (i.e., upon tender of delivery in breach of warranty actions) “regardless of the aggrieved party’s lack of knowledge of the breach.” On this basis, I disagree with the authorities suggesting that tender of delivery does not occur until installation with respect to sales of goods that require installation.

This rule is consistent with many other jurisdictions’ interpretations of the ucc.2 The lead case dis*262cussing installation is Long Island Lighting Co v Transamerica Delaval, Inc, 646 F Supp 1442 (SD NY, 1986). There the court held that the tender of delivery was made when the diesel engines were shipped to the buyer, not when they were installed, even though the seller had continuing responsibility for supervising the installation.

Although there is not a unanimity of result among the other courts,* *3 I would find those cases holding that installation is not a prerequisite to delivery repre*263sent the better-reasoned line of cases. The statute of limitations adopted by the ucc is designed to provide a point of finality for businesses, after which they could destroy their business records without the fear of a subsequent breach of warranty action arising from the past. See Hawkland, Uniform Commercial Code, § 2-725:02.

The plaintiffs had a remedy against defendants for four years, but failed to use it in a timely manner. Plaintiffs have now asked this Court to change the clear language of the ucc because they filed their suit over a month late. I cannot write to modify the UCC language, despite my sympathy for these plaintiffs.

Accordingly, I would reverse the decision of the Court of Appeals and reinstate the trial court’s order granting summary disposition.

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