This termination-related clause addresses what happens when a vendor delivers goods or services earlier than the contract's specified delivery date. Early delivery can seem beneficial on the surface, but it creates practical and legal complications that this clause must address. The clause typically specifies whether early delivery is permitted at all, whether the customer must accept early delivery, what happens to payment obligations if delivery occurs early, and whether early delivery triggers the start of warranty periods or service level agreements prematurely.
For example, if a vendor delivers software three weeks early and the customer's infrastructure isn't ready, the customer may face unexpected costs to store, secure, or maintain the early delivery. Additionally, if warranty periods begin on delivery rather than acceptance, the customer's protection window may expire before they even begin using the product. This clause matters because it prevents vendors from unilaterally shifting their performance burden to the customer and protects customers from unexpected costs or shortened protection periods.
As a customer, negotiate for language stating that early delivery requires your prior written consent, and that you have the right to refuse early delivery without penalty. Ensure that warranty periods, service level agreements, and payment obligations are triggered by "acceptance" rather than "delivery," giving you control over when obligations begin. As a vendor, seek permission to deliver early if it doesn't materially inconvenience the customer, but be prepared to store goods or delay activation at your own cost if the customer isn't ready. Include clear definitions of what "acceptance" means—whether it's explicit written approval, a specified inspection period, or actual use of the service.
Frequently Asked Questions
What does this clause mean in simple terms?
This termination-related clause addresses what happens when a vendor delivers goods or services earlier than the contract's specified delivery date.
Why should I care about this clause?
Early delivery can seem beneficial on the surface, but it creates practical and legal complications that this clause must address.
What are my options?
The clause typically specifies whether early delivery is permitted at all, whether the customer must accept early delivery, what happens to payment obligations if delivery occurs early, and whether early delivery triggers the start of warranty periods or service level agreements prematurely.
How does this affect small businesses?
For example, if a vendor delivers software three weeks early and the customer's infrastructure isn't ready, the customer may face unexpected costs to store, secure, or maintain the early delivery.