Also known as:no arrival no sale · no-arrival-no-sale
Written by attorneys · grounded in primary & secondary sources — see below
A delivery term in a sales contract for identified goods that conditions both the seller's duty to deliver and the buyer's duty to pay on the goods' safe arrival at the named destination. The term places transit risk on the seller and excuses performance by both parties if the goods suffer total casualty without fault before risk of loss passes.
Sources & Authorities
How it applies
Common Examples
2
Spoiled Tuna Container Avoids Contract
Nicole Navarro contracted with Nexus Technologies to purchase a specific refrigerated container of tuna identified by container number under a no arrival no sale term. The container's cooling system failed at sea without fault of either party, spoiling the entire load before arrival and before risk of loss passed. Nexus Technologies sued for the price, but the court held the contract avoided because the identified goods suffered total casualty before the arrival condition could be satisfied.
Sunk Vessel Discharges Both Parties
Nalini Narula agreed to sell Northern Manufacturing a cargo of grain loaded in a named hold and identified by certificate, with the contract containing a no arrival no sale term. The vessel sank in a storm without fault of either party, destroying the entire identified cargo before it reached port. Northern Manufacturing sued for breach, but the court ruled the contract avoided, discharging both parties from further performance.
Put it into practice
Test Yourself
7
Practice Questions5
· 2 primary sources
Select any source to read its text and confirm it supports the definition.
Does a no arrival no sale term excuse the seller only from liability for nondelivery or does it avoid the entire contract?+
The term combines with the casualty rule for identified goods to avoid the contract entirely when total loss occurs without fault before risk passes. Both parties are discharged from further duties, so the buyer has no claim for damages and the seller has no duty to tender substitutes.
What happens if the loss of the identified goods is only partial rather than total?+
The buyer may demand inspection and then choose either to treat the contract as avoided or to accept the goods with a price allowance for the deficiency, but the buyer has no further claim against the seller.
Does the term protect the seller when the goods are lost because of a foreseeable event such as a storm during hurricane season?+
The statute does not require the casualty to be unforeseeable. When the goods are identified at contracting and the contract includes a no arrival no sale term, total loss without fault before risk passes avoids the contract regardless of whether the peril was statistically probable.
Can the buyer still demand substitute goods when a ready market for replacements exists?+
No. The rule for total casualty to identified goods discharges the seller from any duty to supply substitutes, even when conforming goods remain commercially available.
ContractsPerformance, breach, and discharge · Impossibility, impracticability, and frustration of purposeUBEIntermediate