Delivery or transportation terms stipulated in the sales contract not only determine the method and time of delivery but also clearly define the responsibilities and rights of both parties to the contract. In a complex and increasingly competitive market context, establishing accurate delivery terms that anticipate risks that may occur during contract implementation is a key factor in ensuring satisfaction and risk avoidance for both parties. Before signing a sales contract, it is extremely important to understand and carefully consider the terms related to delivery.

In this article, we will go over the points to keep in mind when drafting delivery terms, to create a sales contract in which risks are minimized.

1. Delivery time

The first content that delivery terms need to specify is the delivery time. Normally, the parties will record the delivery time as being within a certain number of days from the date of the contract’s establishment or from the time of receipt of payment or advance payment… However, for the delivery time section to be most comprehensive, it will need to reflect the will of the parties on the following points:

Specify delivery deadlines or set specific delivery times?

A term is a period allowed for the parties to perform their obligations to each other. If a deadline is specified, the seller has the right to deliver the goods at any time within that period after notifying the buyer in advance. On the contrary, if the delivery time is a specific time, the seller is only allowed to deliver the goods at that time and not earlier unless the buyer agrees.

Confirm the actual delivery time of goods

The parties need to determine what actions the seller needs to take before the actual delivery time so that the buyer can prepare the necessary personnel and conditions to receive the goods. This is to prevent the situation where the seller or shipping unit has delivered the goods to the delivery location but the buyer cannot receive or refuses to receive them. Depending on the type of goods and means of transportation, the procedure for notifying the actual delivery time will be specified in detail. The more detailed the regulations, the smoother the delivery process will be, avoiding the complications of returning goods.

In cases where goods are delivered at the warehouse or headquarters of the seller, detailed regulations on the actual delivery time are also very important.  If you are the buyer, you will be able to prepare the necessary conditions at the time of receiving the goods, avoiding the inability to receive the goods or the need to prolong the waiting time for their receipt.

Is delivery possible before the agreed deadline?

Some businesses may think that as long as the goods are delivered by the contract deadline without delay, that is sufficient. If the business delivers early, then it is also reasonable and the buyer must accept the goods by default, and early delivery is not considered a violation. However, businesses need to understand exactly that:

• When the contract stipulates that the goods must be delivered at a specific time, the seller is only allowed to deliver the goods at that time, unless the buyer agrees to an earlier time proposed by the seller.
• If there is only an agreement on the delivery period without specifying a specific delivery time, the seller has the right to deliver the goods at any time within that period and must notify the buyer in advance.
• If the seller delivers the goods before the agreed deadline, the buyer has the right to either accept or refuse the goods, unless the parties agree otherwise.

2. Handling mechanism when the seller is slow in delivering or receiving goods

This will be important for both parties because the goal is always a successful transaction. Therefore, there needs to be a mechanism to handle delays in the delivery or receipt of goods so that the parties are afraid of sanctions and seriously implement them. Normally, in goods purchase and sale transactions, the parties will give each other a certain amount of time to delay delivery, and when this allowed time frame is exceeded, sanctions will be applied and the right to unilaterally terminate the contract will arise. This will be based on the goodwill of each party and depends on the properties of each type of goods to determine whether a certain delay period should be allowed or not.

In addition, please note that if the contract allows the parties to delay delivery for a certain period, the parties will also need to pay attention to the costs arising from such delivery delays that one party must bear to bind the party responsible for those costs arising from the delay in delivery.

In every commercial transaction, drafting delivery terms in the sales contract plays an important role in ensuring clarity and fairness for both parties. By mentioning the points to consider when drafting these terms, we can minimize risks and disputes that may arise during contract implementation.

Setting specific and transparent delivery terms such as time, location, transportation, and insurance responsibilities will help create a reliable and stable business landscape. This not only creates trust between the parties but also helps avoid unnecessary arguments later.

Time of writing: 04/03/2024

The article contains general information which is of reference value, in case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

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