Key Takeaways

  • A contract for the delivery of goods should clearly define delivery terms, responsibilities, risks, and remedies.
  • Delivery types include actual, constructive, and symbolic, each with specific legal implications.
  • Delivery documents like bills of lading or delivery notes serve as proof of transfer and may outline the buyer’s and seller’s obligations.
  • U.S. Code § 80111 outlines legal liability in delivery, especially for carriers.
  • International and domestic deliveries may follow Incoterms, which define when ownership and risk pass from seller to buyer.
  • Clear documentation helps reduce disputes and enforce obligations if issues arise.

The contract for delivery of goods is a very important part of a contract between a buyer and seller. Delivering a product or service is the ultimate goal in most contracts, and ensuring everything is received in a timely fashion could make or break a business relationship. Including specific clauses in your contract regarding the delivery of goods and services is crucial for a solid sale.

How to Make a Content Service Delivery Contract

This type of contract will help protect the interests of all parties in the agreement. It also helps confirm the expectations of the delivery.

1. Calculate the number of pieces that are required by the contract. In general, freelancers will work on a batched project at a time, such as 30 articles per batch. If the work will be continuous, you need to state exactly how many pieces are going to be required to fulfill the project. You can also specify the number of pieces you want per week.

2. You need to set the terms for the delivery of the content. If the content is to be directly uploaded to your site or sent to email, this needs to be included in your content contract. You also need to specify the timeframes for delivery in the contract.

3. Be sure you have a re-writing clause in the contract. Writing is considered a subjective business and the writer could not write what you would prefer with regard to voice and style. Having a re-writing clause will cement your right to have a writer make changes and fix any issues in a piece of content. Also, remember that you should limit your re-writes to two. If you ask for any more than that, your writer could require you pay extra.

4. Have a section for the terms of payment to the writer for the content. This is the amount of money you are going to pay per piece and the arrangements for those payments. Most content writers will require you to pay a deposit to start on your work. They will then accept payments for the remainder of the work as it is completed satisfactorily.

5. Have a clause in place for late delivery of the content. There are some writers who are not as strict with deadlines as others. This can cause a project to last longer than necessary. To make sure that all parties are satisfied with the project deadline, you need to have a clause detailing what happens if the content is late. You could, for instance, decrease the project fee by 5 percent.

Delivery of Goods

The delivery of goods in the Sale of Goods Act is the voluntary transfer of a possession from one to another. For a delivery to be valid, the goods have to be transferred not under duress, but willingly. There is to be no force, theft, or fraud with the transfer. Just having possession of the item does not constitute the delivery of the goods.

1. Actual Delivery: This is also known as the physical delivery. This occurs when goods are actually and physically given by a seller to the buyer for possession. An example is when you by a car from a car salesman. You are gaining possession of the car, thus, you have received the actual delivery of goods.

2. Constructive Delivery: This refers to there being no delivery made. The person who possesses the product will recognize that he or she has possession for the benefit of and the disposal for the person who bought it. This is also known as attornment. This occurs when a seller sells the product and agrees to hold it as bailee for the purchaser. It also occurs when the buyer is in possession of the product as bailee for the seller and holds it as his or her own after a sale. It also occurs when a third party like a carrier holds the products as bailee for a seller and agrees to hold them for a buyer.

International Delivery Terms: Incoterms

When goods are delivered internationally, Incoterms (International Commercial Terms) provide standardized rules that define:

  • When the risk transfers from seller to buyer.
  • Who is responsible for shipping costs and insurance.
  • Obligations for customs duties and documentation.

Popular Incoterms include EXW (Ex Works), FOB (Free On Board), and DDP (Delivered Duty Paid). Including Incoterms in your contract can help avoid confusion and ensure legal compliance in cross-border transactions.

Legal Liability in the Delivery of Goods

Under 49 U.S. Code § 80111, liability for delivering goods falls on the person or entity listed in the bill of lading unless otherwise specified. This includes:

  • Making delivery only to the party named in the bill or their agent.
  • Ensuring lawful possession of goods before releasing them.
  • Following the terms specified in the transportation contract.

Failure to comply can result in liability for loss or misdelivery​.

Delivery Documents and Their Importance

Documentation is vital in any delivery of goods transaction. Common documents include:

  • Bill of Lading: A contract between the shipper and carrier, often used as a title document.
  • Delivery Note: Confirms the buyer received goods and often includes details like quantity, date, and condition.
  • Proof of Delivery (POD): Signed acknowledgment that the goods were delivered as agreed.

These documents help resolve disputes, confirm fulfillment of contract terms, and may be required for insurance claims or legal proceedings​.

Types of Delivery

In legal terms, the delivery of goods can occur in various ways, each carrying distinct implications:

  1. Actual Delivery: Physical transfer of the item to the buyer.
  2. Constructive Delivery: Delivery without physical transfer, such as the seller giving access or authority to retrieve goods.
  3. Symbolic Delivery: Involves handing over something symbolic of the goods, such as keys to a storage unit.

Each type of delivery is recognized under commercial law and can establish when liability and ownership transfer.

Key Terms in a Delivery of Goods Contract

When drafting a contract for the delivery of goods, several key terms must be addressed to ensure clarity and minimize disputes:

  • Delivery Terms: Specifies how, when, and where the goods will be delivered (e.g., FOB Shipping Point, CIF).
  • Risk of Loss: Identifies when the risk shifts from seller to buyer.
  • Title Transfer: Outlines when legal ownership of the goods changes hands.
  • Inspection Rights: Gives the buyer a window to inspect and accept or reject the goods.
  • Delivery Failure or Delay: Specifies consequences if goods aren't delivered on time or at all.
  • Force Majeure: Protects parties from liability due to uncontrollable events like natural disasters.

These terms ensure the parties are aligned on responsibilities and recourse in case of breach.

Frequently Asked Questions

  1. What is the difference between actual and constructive delivery of goods?
    Actual delivery involves the physical transfer of goods, while constructive delivery involves transfer of control or access without moving the goods.
  2. Who is liable if goods are damaged during delivery?
    Liability often depends on contract terms and when risk transfers from seller to buyer. Incoterms or domestic clauses can define this point clearly.
  3. What is a bill of lading used for?
    It serves as a contract of carriage, receipt for shipped goods, and sometimes a document of title that can be transferred or pledged.
  4. Do delivery terms impact when payment is due?
    Yes, many contracts tie payment obligations to successful delivery or receipt of delivery documents.
  5. What happens if goods are delivered late?
    Contracts often include late delivery clauses, which may permit penalties, price reductions, or cancellation of the order.

If you need help with a contract for delivery of goods, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law, and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.