Delivery deadlines matter when your business needs stock for opening time, equipment for a launch or materials before the next stage of a project. An unclear promise can leave you paying staff who cannot work, rearranging bookings or searching for replacement supplies.

PA Law’s delivery deadlines video guide uses a fictional café scenario: the customer expects supplies before breakfast, while the supplier has the whole working day in mind. The disagreement starts with an assumption about timing. This article expands that lesson into seven checks for South Australian business contracts.

7 essential checks for delivery deadlines in business contracts

1. Specify the date, time and starting point

Replace phrases such as “next week” or “within ten days” with a deadline both parties can calculate. If a period runs from an event, identify that event: payment of a deposit, approval of drawings or written acceptance of the order.

State whether days are calendar days or business days, which public holidays are excluded and the relevant time zone. For interstate orders, “local time at the delivery address” may be clearer than leaving the time zone unstated.

Distinguish an estimated dispatch date from a promised delivery deadline. Sending goods before the deadline does not necessarily satisfy an obligation to have them at your premises by that time.

2. Define what must be delivered and when delivery is complete

List the items, quantities and specifications in an agreed order schedule. Then identify the milestone that completes delivery: arrival, unloading, handover, installation or successful testing.

For example, equipment sitting on a truck outside a locked building may be of little use to a business that needs it installed and operating. Separate those stages if different deadlines apply.

Address partial deliveries, substitutions and missing components. Clarify whether signing a delivery docket acknowledges receipt only, and provide a workable inspection process consistent with applicable legal rights.

3. Allocate access, unloading and receiving responsibilities

Record the full address and receiving point, together with any access restrictions. Identify who supplies the forklift, unloading staff, access code or installation access, where relevant.

The buyer’s obligations also matter. If the premises must be available from 6 am, who will open them? If customer approval is needed before manufacture, when must it be supplied?

Agree how a failure to provide access affects the schedule and reasonable extra costs. Avoid leaving one party able to impose unspecified storage or redelivery charges without a clear basis.

4. Decide whether the deadline is essential

Explain why the date matters before the contract is agreed. Stock for a one-day event has a different commercial purpose from replenishment stock with a flexible arrival window.

A contract can identify a particular deadline as essential, often using the expression “time is of the essence”. Under section 10 of South Australia’s Sale of Goods Act 1895, the contractual terms determine whether a delivery timing requirement is of the essence.

Get the wording checked alongside extension, notice and termination provisions. A critical deadline should have a clear contractual consequence; simply adding a legal phrase may leave other inconsistencies unresolved.

5. Set a workable process for delays and extensions

Require early notice when a party becomes aware of an expected delay. Identify who receives notice, the communication method and the information required: cause, likely duration and proposed recovery steps.

If an extension can be claimed, specify the qualifying events, supporting evidence and how the revised date is calculated or approved. A delay notice should not automatically become permission to deliver whenever convenient.

For any force majeure clause, identify the events it covers, the obligations affected and the steps required to reduce disruption. Include a final deadline or exit process for prolonged disruption. Do not assume that every supplier shortage or courier problem qualifies.

Record agreed changes using the contract’s variation process. Business.gov.au’s contract guidance recommends documenting changes and their effects on scope, cost and timing.

6. Connect delivery with payment, risk and acceptance

Check when invoices become payable. Is the balance due on dispatch, receipt, installation or acceptance after testing? A payment schedule should match the stages the parties have actually agreed.

Also address who carries the risk of loss or damage during transport, unloading and any storage. Ownership, risk and physical possession are separate issues that should be considered together.

Where goods require refrigeration or secure storage, allocate responsibility for those arrangements. PA Law’s article on who pays when delivered goods spoil explores that related problem.

7. Agree the consequences of a missed deadline

Discuss the response before a problem occurs. Depending on the transaction, the agreement might provide for a recovery plan, a short opportunity to complete delivery, cancellation of an undelivered portion or termination after a defined final deadline.

Set out the notice requirements and what happens to deposits, delivered goods and outstanding payments. Ensure any agreed remedy works with the rest of the contract and rights that cannot lawfully be excluded.

Take care with fixed delay charges or liquidated damages. Calling an amount “compensation” does not ensure enforceability. A sum out of all proportion to the legitimate interests it protects may be an unenforceable penalty; the High Court’s decision in Paciocco v ANZ addresses this principle. Obtain advice on the amount and how it operates.

Example: turning a vague promise into a delivery schedule

Imagine a café ordering equipment for a new service area. “Delivery Friday” leaves several operational questions unanswered. The parties could use the following schedule to guide their discussion.

This is an illustration of information to settle, not a complete contract clause. The obligations and remedies need to be drafted for the particular transaction.

Which Australian legal protections should businesses consider?

A business purchase does not automatically fall outside consumer law. Some business purchases attract Australian Consumer Law guarantees, although exclusions apply, including to goods acquired for resale or certain production uses. Check the transaction rather than assuming that all business orders are covered. The ACCC explains when consumer guarantees apply.

For applicable standard form contracts, unfair contract terms protections can cover a business with fewer than 100 employees or annual turnover below $10 million. The strengthened rules apply to contracts made or renewed from 9 November 2023 and to relevant later variations. A term allowing unlimited delivery changes while denying the customer any meaningful response deserves scrutiny. Whether it is unfair depends on the statutory test and the contract as a whole. See the ACCC’s contract guidance.

Suppliers should also give accurate information about availability and timing. The ACCC warns against taking payment where a business knows, or should know, it cannot supply by the promised date or within a reasonable time. An unexpected delay does not, by itself, establish that this rule was breached.

What should you do if a delivery deadline is missed?

1. Collect the agreement. Keep the quote, accepted terms, order confirmation, messages, invoices and delivery records together.
2. Confirm the facts. Identify the actual deadline, the missing items and any agreed extension.
3. Request a written response. Ask for the cause of the delay and a realistic completion proposal.
4. Document the impact. Keep records of additional costs and reasonable steps taken to limit disruption.
5. Check your rights before acting. Review the notice and remedy provisions before cancelling, deducting money or withholding payment.

Not every breach permits termination. Business.gov.au’s guidance on ending contracts highlights the need to assess the breach and the agreement first. An unjustified termination can expose your own business to a claim.

If the arrangement was made through messages, read our guide to text message contracts in Australia. Informal communications can be important evidence of what the parties agreed.

Frequently asked questions about delivery deadlines

Is an estimated delivery date legally binding?

Its effect depends on the wording, surrounding promises and applicable law. An estimate is different from an unconditional deadline, but it does not remove every obligation. Ask for a clear commitment if timing is essential to the purchase.

What if a South Australian goods contract sets no delivery time?

Where the seller must send the goods but no time is fixed, section 29(2) of the Sale of Goods Act 1895 requires sending within a reasonable time. What is reasonable depends on the facts. An express deadline gives the parties greater practical certainty.

Can I cancel an order because delivery is late?

Sometimes, but cancellation is not automatic. The contract, seriousness of the breach and applicable statutory rights must be considered, including any required notice or opportunity to remedy. Get advice before treating the agreement as ended.

Does delivery automatically include unloading or installation?

Do not assume it does. Define the agreed handover point and allocate unloading, installation and testing expressly. Separate deadlines may be needed for each stage.

Can a supplier change the delivery date without asking?

The supplier needs a contractual or other legal basis to change its obligation without agreement. Review any extension clause and applicable unfair contract terms rules. A notification of delay is not necessarily an agreed variation.

What should a supplier do when it expects to be late?

Follow the notice requirements, explain the problem accurately and propose practical steps to reduce its impact. Check whether an extension is available and record any agreed revised deadline. Keep communications and supporting records.

Watch the PA Law delivery deadlines video

Delivery Deadlines: What Should Your Business Contract Say? introduces the practical questions behind this article. You can also explore our legal video guides.

General information only, with a South Australian focus. This article is not legal advice. Your rights and obligations depend on the agreement, circumstances and applicable law. Obtain advice about your particular transaction or dispute.