In the Absence of Agreement the Place of Delivery Is
In the world of contracts, one of the most important components is the agreement on the place of delivery. This determines where the goods or services will be delivered by the seller to the buyer. However, what happens when there is no agreement on the place of delivery? In such cases, what is the default or implied place of delivery?
In the absence of agreement, the place of delivery can be determined by a variety of factors. These factors include the nature of the contract, industry practices, and the location of the seller and buyer. Additionally, the Uniform Commercial Code (UCC), which governs commercial transactions in the United States, provides some guidance on the matter.
According to the UCC, if the contract involves the transportation of goods, the place of delivery is the seller`s place of business or residence. If the contract does not involve transportation, the place of delivery is the seller`s place of business.
However, it is important to note that the UCC`s guidelines may be superseded by contractual provisions. If the contract specifies a different place of delivery, that provision will take precedence over the UCC`s default rules.
Furthermore, if the contract is silent on the place of delivery and the goods are not physically delivered, the place of delivery may be determined by the location of the goods at the time of contracting. For example, if the goods are in the possession of the seller at the time of contracting, the place of delivery may be the seller`s location.
It is also possible for the parties to agree on a place of delivery after the contract has been signed. This can be done through a written agreement or through conduct that indicates the parties` intent to change the place of delivery.
In conclusion, while it is important for contracts to explicitly specify the place of delivery, in the absence of such an agreement, the default place of delivery can be determined by a variety of factors, including industry practices and the UCC`s guidelines. However, it is always advisable for parties to explicitly agree on the place of delivery to avoid any confusion or disputes.