When Delivery, Time, and Quantity Define the Sale: More Than Just the “What”
In our last post, we explored the legal power of express and implied terms, and how they shape a contract beyond its written words. We saw how conditions, warranties, and innominate terms determine what happens when things go wrong—especially when goods don’t match expectations.
But even when the type of goods is right, other aspects of the sale can still cause conflict:
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What if delivery is late?
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What if the buyer stays silent—have they accepted the goods?
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What if the seller delivers the wrong number of items?
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What if the buyer doesn’t pay on time?
These aren’t just technical issues. In business, timing and quantity can be everything. A delay or mismatch—however small—can break supply chains, lose customers, or shut down production.
That’s why modern contract law takes these issues seriously. Let’s explore how.
Delivery – Not Just Where, But When and How
Delivery isn’t just about moving goods from point A to B. Legally, it raises three key questions:
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When must the seller deliver?
Unless otherwise agreed, delivery must happen within a “reasonable time.” But what counts as reasonable depends on the context—delivering winter coats in December is very different from delivering them in April.
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Where should the goods be delivered?
The default rule: if no place is specified, the buyer must collect them from the seller’s place of business. But in practice, most contracts include detailed delivery terms (e.g., “Delivered Duty Paid” under Incoterms).
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What if the seller delivers too early, too late, or in parts?
These are potential breaches. In commercial sales, time of delivery can be a condition, meaning that failure can allow the buyer to reject the goods.
Example:
Imagine a company orders 200 processors for a tech launch on September 1. The seller delivers them on September 10. Even if the goods are perfect, the late delivery may cause the buyer to lose retail shelf space and media exposure. This is more than inconvenience—it’s commercial damage. If time was stated to be "of the essence," the buyer may cancel the contract entirely.
Acceptance – When Silence Becomes Binding
How does a buyer "accept" goods? The law gives us three main ways:
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Explicit acceptance – the buyer confirms the goods are okay.
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Implied acceptance – the buyer uses or resells the goods.
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Inaction beyond a reasonable time – silence becomes acceptance.
But why does this matter?
Once goods are accepted:
Insight:
Let’s say a cosmetics distributor receives 5,000 lipsticks but notices some minor defects. They delay responding and start selling the items. By using the goods, they’ve accepted them—even if they later want to reject. This rule prevents buyers from playing both sides: they can't profit from the goods and return them later if sales drop.
Quantity – When “More” or “Less” Is Still a Problem
Delivery must match exactly the quantity agreed. This is known as the “perfect tender rule.”
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If the seller delivers less, the buyer can:
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If the seller delivers more, the buyer can:
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Accept the agreed amount and reject the excess.
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Accept all and pay for everything.
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Reject the entire delivery.
Why such strictness? Because quantity isn’t just about numbers—it impacts storage, pricing, and downstream supply.
Example :
A food manufacturer orders 100kg of organic chia seeds. The supplier delivers 120kg. Accepting the full batch means extra payment and possibly customs duties, which the buyer didn’t budget for. Rejecting the entire shipment is legally possible if the contract doesn’t allow for partial deliveries.
Payment – A Two-Way Street
The buyer’s main duty is to pay. But:
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When must they pay?
If not stated, the law says: payment is due upon delivery.
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Where must payment be made?
Usually at the seller’s place of business, unless otherwise agreed.
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Is late payment a breach?
Yes. Especially in B2B contracts, delayed payment can trigger interest, penalties, or even contract termination.
Pro Insight:
Some contracts include a “retention of title clause,” meaning the goods remain the seller’s property until paid in full. This can protect the seller if the buyer goes bankrupt.
Time – Not Always a Condition, But Sometimes Critical
In commercial sales, time is often crucial. But is it always a legal condition?
Not necessarily.
Under the Sale of Goods Act, time of payment is not a condition, unless expressly agreed. That means you can’t cancel a deal just because the buyer pays late—you can only claim damages.
However, time of delivery can be a condition, especially if the contract says time is “of the essence” or the buyer depends heavily on punctual delivery (e.g., event merchandise or seasonal goods).
Example :
A sneaker brand orders 5,000 pairs for a global fashion event. Even a 3-day delay can destroy the campaign. In such a case, time is central. If delivery is late, the buyer can walk away.
Why This Still Matters in 2025 (and Always Will)
In our global economy, supply chains are tight, digital systems are fast, and expectations are high.
A contract that misses the mark by just a day, a few units, or a minor misunderstanding can cause millions in losses. That’s why commercial law builds in strict but fair rules.
Here’s the key takeaway:
Delivery must be precise – in time, place, and quantity.
Acceptance triggers consequences – know when silence means commitment.
Payment must be timely – or risk losing trust and legal protection.
Time matters more than ever – especially in high-speed, high-volume industries.
If no delivery date is specified in a contract, when must the seller deliver the goods?
Within a reasonable time.
Only at the end of the month.
Whenever the buyer calls for it.
How can a buyer "accept" goods without explicitly saying so?
By using or reselling them, or by remaining silent beyond a reasonable time.
Only by signing a written receipt.
Acceptance is not possible without court approval.
If a seller delivers more goods than agreed, what are the buyer’s options?
Accept the agreed quantity and reject the excess, or accept all and pay, or reject everything.
The buyer must accept all and pay for everything.
Rejecting the excess is illegal.
Under default law, when is payment due if the contract does not specify?
Within 30 days after delivery.
When is time considered a “condition” in a commercial sale?
When the contract states time is “of the essence” or timely delivery is crucial for business.
Time is never a condition in commercial sales.
Only payment deadlines are conditions, not delivery.
