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Finnegan Gunn

UCC delivery timing question - if not otherwise agreed upon the ucc states that the time of delivery is

I'm working on a commercial transaction and need clarification on UCC delivery timing rules. Our purchase agreement doesn't specify when delivery should occur, so I need to understand what the UCC default provisions say about timing. The buyer is pushing for immediate delivery but we haven't received payment confirmation yet. I've been trying to find the specific UCC section that addresses delivery timing when parties haven't agreed on a specific schedule. This is for a $75,000 equipment sale and I don't want to mess up the delivery timing and create legal issues. Has anyone dealt with UCC delivery timing disputes before? What does the code actually say about default delivery times?

Miguel Harvey

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The UCC section you're looking for is 2-309. If no time is agreed upon, delivery is due within a reasonable time. But 'reasonable' depends on the type of goods, industry customs, and circumstances. For equipment sales, reasonable could be anywhere from a few days to several weeks.

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Finnegan Gunn

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Thanks for the section reference. How do courts typically define 'reasonable time' for equipment deliveries? Is there any case law on this?

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Ashley Simian

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Industry standards matter a lot here. What type of equipment are you selling? That could affect what's considered reasonable.

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Oliver Cheng

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I ran into this exact issue last year with a machinery sale. The buyer demanded immediate delivery but we hadn't agreed on timing. Ended up in a dispute that cost us $3000 in legal fees. Make sure you document everything and consider adding specific delivery terms to future contracts.

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Finnegan Gunn

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Ouch, sorry to hear about the legal fees. Did you end up having to deliver immediately or were you able to negotiate?

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Oliver Cheng

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We delivered within 10 days which the court found reasonable for that type of industrial equipment. But the stress wasn't worth it.

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Taylor To

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This is why I always include delivery timeframes in my purchase agreements now, even if it seems obvious.

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Ella Cofer

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Just dealt with something similar and used Certana.ai to verify all our UCC documents were consistent before delivery. You can upload your purchase agreement and any UCC filings to check for discrepancies in delivery terms, payment conditions, and debtor information. Really helped us catch a potential issue where our UCC-1 had different delivery terms than our sales contract.

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Finnegan Gunn

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Interesting, I hadn't thought about checking document consistency. Did it find actual problems in your paperwork?

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Ella Cofer

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Yes, caught a mismatch between our collateral description and the actual equipment model numbers. Could have caused issues later.

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Kevin Bell

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How long does that verification process take? We're usually working under tight deadlines.

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reasonable time is such a vague standard!! why cant the ucc just give us specific timeframes like 30 days or something. every deal becomes a potential lawsuit because nobody knows what reasonable means

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Miguel Harvey

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The vagueness is actually intentional - it allows for flexibility across different industries and circumstances. Rigid timeframes would cause more problems than they solve.

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maybe for lawyers but not for us trying to run actual businesses

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Felix Grigori

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I get the frustration but industry customs do vary widely. What's reasonable for custom manufacturing isn't the same as for stock items.

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Felicity Bud

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Check UCC 2-309(1) specifically. It states that time for shipment or delivery is reasonable time when not agreed upon. But also look at 2-309(2) for contracts with open terms. The key factors courts consider are: nature of goods, industry practice, previous dealings between parties, and surrounding circumstances.

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Finnegan Gunn

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This is really helpful. Do you know if there are any industry-specific guidelines for equipment sales?

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Felicity Bud

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Some trade associations publish recommended delivery timeframes, but they're not legally binding. Still worth checking for your industry.

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Max Reyes

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The previous dealings factor is important - if you've delivered similar equipment to this buyer before, that timeline could be considered reasonable.

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Had a similar situation where buyer was threatening breach of contract claims because we took 2 weeks to deliver custom fabricated equipment. Our attorney said 2 weeks was completely reasonable given the customization required. Document your reasons for the delivery timeline.

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Finnegan Gunn

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Good point about documentation. I should probably send an email explaining our delivery schedule and reasoning.

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Exactly. Create a paper trail showing you're acting in good faith and following reasonable business practices.

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Adrian Connor

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Also consider sending a formal notice of your intended delivery date - gives the buyer a chance to object if they think it's unreasonable.

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Aisha Jackson

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The payment issue you mentioned is important too. UCC 2-511 says you can demand assurance of payment before delivery unless otherwise agreed. Don't let them pressure you into delivering without payment confirmation.

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Finnegan Gunn

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That's exactly what I was worried about. Can I legally hold delivery until payment clears?

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Aisha Jackson

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Generally yes, especially if your terms call for payment on delivery or you have concerns about buyer's creditworthiness.

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Felicity Bud

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Right, but check your specific contract terms first. Some agreements require delivery before payment.

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This thread is making me realize I should review all my standard contracts. We probably have delivery timing issues in half our deals and just wing it.

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Miguel Harvey

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Definitely worth doing a contract review. Clear delivery terms prevent most disputes.

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Yeah, prevention is cheaper than litigation for sure.

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Ashley Simian

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For $75,000 equipment, I'd also make sure your UCC-1 filing is properly done if you're retaining any security interest. Wrong collateral descriptions can void your lien rights.

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Finnegan Gunn

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Good reminder. We did file a UCC-1 but I should double-check the collateral description matches exactly.

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Ella Cofer

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That's another thing Certana.ai caught for us - our UCC-1 collateral description was too generic compared to our purchase agreement.

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Ashley Simian

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Generic descriptions are dangerous. Courts are getting stricter about requiring specific identification of collateral.

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Kevin Bell

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Bottom line: document your reasonable delivery timeline, demand payment assurance if needed, and make sure all your UCC paperwork is consistent. Cover your bases now to avoid headaches later.

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Finnegan Gunn

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Thanks everyone, this has been really helpful. I feel much more confident about handling this situation now.

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Kevin Bell

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Glad we could help. These UCC issues can be tricky but they're manageable with the right approach.

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Jessica Nolan

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As a newcomer to UCC transactions, I'm curious about the practical side of this. When you're dealing with a "reasonable time" standard, how do you typically communicate this to buyers who are pushing for immediate delivery? Do you send them a formal notice explaining your timeline, or is it better to negotiate a specific delivery date upfront to avoid the whole "reasonable time" uncertainty? I'm trying to understand the best practices for managing buyer expectations while protecting yourself legally.

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Jamal Wilson

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Great questions! From what I've learned here, it seems like proactive communication is key. I'd recommend sending a written notice explaining your proposed delivery timeline with specific business justifications - like equipment preparation time, shipping logistics, or industry standards. This creates documentation that you're acting reasonably and gives the buyer a chance to object if they disagree. It also shows good faith effort to communicate. Negotiating a specific date upfront is probably even better since it eliminates the "reasonable time" uncertainty entirely, but when that's not possible, documenting your reasoning for the timeline you choose seems like the safest approach.

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Liam O'Sullivan

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Jessica, you've hit on one of the most practical challenges in UCC transactions! I'd add that you should also consider your leverage position. If you're dealing with a repeat customer or someone with solid credit, you might have more flexibility to educate them about reasonable delivery timelines. But if it's a new buyer or someone pushing aggressively, getting a specific agreed-upon delivery date in writing upfront is definitely the safer route. Also, don't forget that "reasonable" can work both ways - if they're demanding unreasonable speed, you can push back by explaining industry norms for your type of equipment. The key is building that paper trail Mikayla mentioned earlier.

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