Written by attorneys · grounded in primary & secondary sources — see below
A seller's act of placing and holding conforming goods at the buyer's disposition while providing any notification reasonably necessary to enable the buyer to take delivery.
Sources & Authorities
How it applies
Common Examples
3
Goods Held at Nearby Terminal
Talia Torres contracted to sell custom parts to True North Logistics with delivery required at the buyer's warehouse. Torres directed the carrier to a secure terminal three miles away and left a voicemail stating the parts were available during business hours. True North Logistics arrived with a truck but could not obtain release without additional paperwork Torres had not supplied. The terminal location and incomplete notice left the parts outside the buyer's practical control.
Payment Demand at Delivery
Tanner Thompson sold a shipment of grain to Trailblazer Airlines under a contract calling for cash payment on delivery. Thompson's trucks arrived at the agreed silo with conforming grain ready to unload and presented an invoice. Trailblazer Airlines refused both receipt and payment citing a recent price drop. The arrival with conforming goods at the contract time and place triggered the buyer's duty to accept and pay.
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Nonconforming Delivery Location
Tanya Tang agreed to deliver office chairs to Twin Rivers Bank at its headquarters by a stated deadline. Tang instead stacked the pallets in a back parking lot and sent a generic email without location details or unloading arrangements. Twin Rivers Bank staff located the chairs only after the deadline had passed and rejected the delivery. The deviation from the agreed place prevented the goods from being placed at the buyer's disposition as required.
Common questions
Frequently Asked
4
What must a seller do to make a valid tender of delivery?+
The seller must place conforming goods at the buyer's disposition and supply any notification reasonably necessary for the buyer to take delivery. The manner, time, and place are governed by the parties' agreement. Failure to meet these steps leaves the tender incomplete.
Supporting sources
Does tender of delivery require the buyer to accept and pay?+
Yes. Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to pay for them. Once a proper tender occurs the seller becomes entitled to acceptance and payment according to the contract.
Supporting sources
What happens if the tender of delivery fails to conform to the contract?+
The buyer may reject the goods. The perfect tender rule permits rejection when the goods or the tender fail in any respect to conform unless the contract provides otherwise.
Supporting sources
Can the buyer delay payment until after a full inspection following tender?+
No. The contract controls the timing of payment. When payment is due on delivery the buyer's duty arises upon proper tender even if the buyer retains inspection rights that may later support rejection of nonconforming goods.
Supporting sources
741 F. Supp. 2d 651 (D. N.J. 2010)Contracts
…occurs, regardless of the aggrieved party’s lack of knowledge of the breach,” but notes that “[a] breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues…