Delivery of goods is understood as the transfer of goods by the seller to the possession of the buyer in accordance with the terms of the contract of sale. As a result of such a transfer, the buyer is able to exercise full control over the goods. Delivery of the goods to the carrier is generally considered to be the transfer of the goods to the buyer if it is accompanied by the issuance of documents that exclude the seller’s control over the goods. The cost of delivery includes the cost of weighing, counting, marking, packaging, customs duties. Acceptance is understood as a check of the compliance of the quality, quantity and completeness of the goods with its characteristics and technical conditions specified in the contract.
Delivery-acceptance is one act that can be expressed in the contract by the following wording: “The goods are considered to be delivered by the seller and accepted by the buyer …”.
The contract usually establishes the procedure for delivery and acceptance: the type of delivery and acceptance; place of actual delivery-acceptance; deadline for delivery and acceptance; method of checking the quality of the goods; method of acceptance of goods by quality; a method of determining the quantity and quality of the goods actually delivered; by whom the delivery and acceptance of the goods is carried out.
By type of delivery-acceptance can be preliminary and final.
Pre-acceptance usually includes an inspection of the goods at the seller’s enterprise to establish the compliance of its quantity and quality with the terms of the contract, as well as the correctness of the packaging and labeling of the goods. As a result of preliminary acceptance, the buyer may reject the goods in case of detection of defects in quality and quantity or demand the elimination of such defects. Final delivery-acceptance is the establishment of the actual execution of the delivery at the established place and in due time. The results of such acceptance are mandatory for both parties and are the basis for the settlement of the transaction. If the contract contains an indication of the final nature of the acceptance, the buyer is not subsequently entitled to make claims if defects are discovered, regardless of their nature.
The place of actual delivery and acceptance is usually precisely established in the contract. It can be designated as a company or warehouse of the seller; an agreed port of shipment, a railway station of departure or an airport; port of destination, border or final railway station in the country of destination; the buyer’s warehouse or the final point of sale of the goods.
The deadlines for delivery and acceptance of goods in terms of quantity and quality, as a rule, do not coincide. The buyer is usually obliged to make a quantitative acceptance immediately upon arrival of the goods. For high-quality acceptance, longer terms are often set.
Verification of the quantity of delivered goods. During acceptance, the compliance of the quantity of actually delivered goods with the terms of the contract is checked. The buyer is usually not obliged to accept the goods in greater or lesser quantities than is stipulated by the contract, in the absence of a “about” clause. If the buyer accepted the goods in smaller quantities, he is obliged to pay the accepted quantity. If the goods are delivered in larger quantities, the buyer has the right to accept and pay for the amount provided for in the contract, abandoning the surplus goods.
The contract of sale specifies how to determine the quantity of goods actually delivered by the seller and payable by the buyer. There are two main ways to determine quantity when it is expressed in weight or volume units: by shipped and by unloaded weight.
Shipped weight (French: poids embarque; German: verschifftes Gewicht) or quantity means the weight or volume of the goods established at the point of departure and indicated by the carrier in the relevant transport document (bill of lading, railway waybill, postal receipt, air waybill, etc.). In this case, the quantity indicated in the transport document is recognized as final and determines the amount of payment. If a shortage is found at the point of arrival of the goods, the buyer makes claims to the carrier. Under unloaded weight (English – landed weight;
Franz. – poids debarque; German: ausgeladenes, ausgeliefertes Gewicht), or quantity, is understood as the weight established at a specified destination in the importing country. Weight checking in this case is carried out by weighing the goods, which is usually carried out during the unloading of the goods or a certain number of days after its completion. The weight of some goods during transport, especially by sea, may be subject to changes, so it is in the interests of the buyer that the goods are sometimes weighed a second time at the point of arrival. It is possible to establish a percentage discount on attrition during sea transportation (for example, for rubber – 0.5%, for cocoa beans – 0.75%). An increase in the weight of the cargo is for some goods a sign of deterioration in their quality (as a result of an increased percentage of humidity). Given the possibility of this kind of deviation, the contract for such types of goods usually stipulates the permissible limit of the difference between the weight unloaded and the shipped.
Methods of acceptance of goods by quality. Acceptance of goods for quality can be carried out in two ways: on the basis of a document confirming the compliance of the quality of the delivered goods with the terms of the contract (quality certificate), and by checking the quality of the actually delivered goods at the place of acceptance (various tests).
Methods of delivery and acceptance of the actually delivered goods. In the practice of trade, two main methods of checking the quantity and quality of the goods actually delivered are used: the selective method and the method of checking the entire delivered goods. The first method is usually applied to goods supplied in packaging, the second to goods supplied in bulk, but sometimes (at the request of the buyer) and to packaged goods.
In the case of the sampling method, the contract specifies the sampling procedure (the minimum number of units of goods in % of the batch and the method of their sampling).
The question of who makes the delivery and acceptance of the goods is necessarily stipulated in the contract. Acceptance may be carried out by: the parties or their representatives jointly, specified in the contract by the competent authority in the exporting country issuing the quality certificate; a disinterested controlling entity specified in the contract, appointed by agreement of the parties or by the buyer. A clause may be made in the contract of sale that, with the consent of the buyer, the seller has the right to deliver the goods without acceptance.