Special Circumstances Requiring Timely Delivery of Goods Clause

Summary

This special circumstances requiring timely delivery of goods clause can be used in a sale of goods agreement where the buyer is entering the agreement under special circumstances that compels timely delivery of the goods. This clause includes practical guidance and drafting notes. Under the Uniform Commercial Code (UCC), the time for shipment or delivery is a reasonable time unless otherwise agreed upon by the parties. U.C.C. § 2-309. However, there may be transactions where a buyer requires delivery in strict accordance with the terms of the agreement, such as where the buyer will be subject to actual damages for breach of its contractual arrangements with third parties if delivery of the goods is delayed. Accordingly, in such cases the buyer will need to include a term that provides that time is of the essence for delivery of the subject goods. By including the special circumstances clause in the parties’ agreement, the seller cannot deny or dispute its knowledge of the buyer’s circumstances that compels timely delivery should the seller fail to perform as required under the contract. For further guidance, see Delivery of Goods.