Second response addressing a complaint that you’ve not supplied agreed goods

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What’s a second response addressing a complaint that you’ve not supplied agreed goods and when do you need it?

This is the second response letter in our suite of correspondence templates covering the situation where your business customer has complained that they haven't received goods that they ordered from you.

In this letter, you’re repeating the assertions or explanations that you made in your first reply.

But you’re also acknowledging, if you need to, any intention by the complaining customer to make time ‘of the essence’ in delivery of the goods, and you’re asserting that you consider this to be an unreasonable position.

The result of this is also the inclusion of the final wording in the letter that says you’ll be reserving your rights to hold the customer in breach of contract if they attempt unreasonably to cancel it.

‘Time of the essence’ has an important legal meaning. Some breaches of contract are so serious that the innocent/complaining party has an immediate right to terminate the contract and to claim compensation (often called ‘damages’). Other breaches are less serious and only entitle the innocent/complaining party to damages, not an immediate right of termination.

If the delivery date is ‘of the essence’ according to the contract terms that you’ve agreed with the customer, their right to terminate the contract with you exists as soon as delivery is late.

If your contract terms do not make delivery time of the essence, then the bad news is that your customer can actually make time of the essence by serving a notice on you, which is what their second reply to you may have done (and that’s why we’ve included the optional wording for this in our template).

Your customer must allow a reasonable time for delivery after sending their ‘time of the essence’ notification letter to you – and don’t worry, just sending it does not automatically cancel the contract if you cannot then deliver on time.

For them to be able to take the more aggressive approach of terminating the contract, they’ll need to wait a reasonable length of time and then send another letter indicating that the time is up and in their view, they are now entitled to treat the contract as cancelled.

What constitutes ‘a reasonable time’ will be very fact dependent. For example, customised or bespoke-created goods will naturally imply a longer delivery lead time than goods that are mass-manufactured, generally in advance and warehoused somewhere.

Fragile or ‘chemically volatile’ goods might necessitate greater care in delivery and shipment logistics and therefore take longer to reach a customer too. Goods being imported can likewise be expected to take longer to reach their intended destination.

It will also need to take into account any reply that you received from the supplier in response to your first letter and the reasons they offered to explain the delay.