Also known as: good deliveries · conforming delivery
Written by attorneys · grounded in primary & secondary sources — see below
A delivery of securities that satisfies the basic conditions for valid transfer of title. The conditions require that the certificate be in good physical condition, that it belong to the person making the transfer, that it be properly endorsed, and that any documents necessary to establish negotiability accompany the certificate.
Great Lakes Steel contracted to deliver structural beams to Build-Rite by June 30. On June 20 it delivered beams below the specified grade, and Build-Rite rejected them. Great Lakes Steel promptly notified Build-Rite of its intent to cure and tendered fully conforming beams on June 28. The June 28 tender constituted good delivery that satisfied the contract and obligated Build-Rite to accept the beams and pay the price.
Global Dynamics leased industrial generators to Nexus Data Centers with delivery due by June 30. An initial tender contained units with insufficient power rating that Nexus rejected. Global Dynamics seasonably notified Nexus of its intent to cure and delivered conforming generators on June 28. The replacement tender met the lease requirements and prevented Nexus from treating the contract as terminated.
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The certificate must be in good physical condition, must belong to the transferor, must be properly endorsed, and must be accompanied by any documents required for negotiability.
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When a seller seasonably notifies the buyer of intent to cure and tenders conforming goods before the contract deadline expires, the second tender satisfies the contract and qualifies as good delivery that the buyer must accept.
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Yes. Once the seller provides seasonable notice and makes a conforming delivery within the contract time, the buyer must accept the goods and pay the contract price, subject only to any incidental damages.
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