How to Review an Inspection and Rejection Window for Delivered Goods

September 2026. Perrin is Ops at a 23-person UK specialty grocery importer. Bottled condiments, EU manufacturer, £18,000. Pallet lands Thursday in Birmingham.

Clause 9 gives 48 hours from Delivery. Delivery is the earlier of the truck at the door or the bill of lading date. Silence, and a “good order” proof of delivery (the driver’s POD sheet), count as acceptance, including latent defects.

Clause 12 offers 12 months after acceptance. Repair or replacement only. Notice is 7 days from discovery. AE says that covers a miss. That hidden problem is Thursday’s risk.

The inspection clock and the warranty clock are not the same timer. For example, the bill of lading can start the 48 hours at sea. Sale of Goods Act 1979 s.35 (2026) requires a reasonable opportunity to examine before deemed acceptance.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How do you name the event that starts the inspection clock?

Read the definition before the number of hours. Do ask which event starts the 48 hours. Don't assume “delivery” means the cartons are open. A short number is still a bad clock if it starts too early.

Three candidates sit in Clause 9. Arrival is the truck. Unload is a pallet you can open. Documents are the spec and certificates. The bill of lading date is earlier if the goods are still at sea.

US colour only: UCC §2-513 (Cornell, 2026) says inspection may be after arrival when the seller sends the goods. A place of inspection does not, by itself, move risk of loss. If the fight is who owns the pallet, open title and risk of loss on delivered goods and leave. Stay here for the inspection window.

Do log one start event on a checklist. Typical mistake: treating 48 hours as market. Pause if the bill of lading starts the clock. Verify the hours left after unload.

What does a rejection notice have to contain?

A thin “rejected” email is a risk. Do name the shipment, the lot, the carton count, and the defect. Do say reject or cure. Don't hope the seller guesses the lot.

The return rule is separate. Sale of Goods Act 1979 s.36 (2026) says that, unless the contract agrees otherwise, a buyer who rightfully refuses need not ship the goods back. Intimating refusal can be enough. Don't volunteer to be the return courier unless Clause 9 already makes you one.

US colour only: UCC §2-602 (Cornell, 2026) says rejection must fall within a reasonable time after delivery or tender. It is ineffective without seasonable notice.

If the CISG governs, CISG article 39 (2026) requires notice of the nature of the defect within a reasonable time of discovery. CISG Advisory Council Opinion No. 2 (2026) says 14 days is not automatically reasonable. An outer two years runs from handover, unless a guarantee cuts across it.

Cure on Clause 9 is the seller’s sole option, with no end date. UCC §2-508 (Cornell, 2026) is structure only: seasonable notice, and time left or a further reasonable time. Do pin an owner and a date.

When to treat silence as deemed acceptance?

Clause 9 does two quiet things. Silence after 48 hours is acceptance, including latent defects. The POD line “in good order and condition” is also acceptance.

Section 35 still colours the silence. Keeping goods too long without intimating rejection is acceptance. Asking for a repair is not, by itself, acceptance. A reasonable time still includes a chance to examine.

Do separate silence, signature, and use. A received-unchecked POD is not acceptance of latent defects. In practice the clipboard often says “good order.”

Which cartons can you reject on a partial draft?

Clause 9 says accept or reject the shipment as a whole. The warehouse will want to keep the good cartons and return the swollen ones. That wish and the draft fight.

England and Wales colour: Sale of Goods Act 1979 s.35A (2026) lets a buyer accept the unaffected goods and still reject the rest. The contract can show a contrary intention. Clause 9 is trying to be that intention. Do not call the ban void. Do flag it as a point to negotiate.

A slight breach is a different test. Sale of Goods Act 1979 s.15A (2026) does not apply in Scotland. In England and Wales a non-consumer buyer may be limited to a warranty claim if the seller proves the breach is too slight to reject. This is not a perfect-tender statute.

US colour only: UCC §2-601 (Cornell, 2026) lets a buyer reject all, accept all, or reject the rest of a unit. Do not apply it here.

Why does a warranty claim differ after acceptance?

After acceptance, rejection is usually gone. Sale of Goods Act 1979 s.11(4) (2026), read with s.35A, is the colour. On a contract that is not severable, an accepted breach of condition is generally a warranty claim. Damages, not rejection, unless the contract says otherwise.

Clause 12 is the second clock. Twelve months after acceptance. The sole remedy is repair or replacement. Notice is 7 days from discovery, not from the bill of lading. Do not let AE merge the two clocks.

Before you sign: keep, rewrite, or walk?

The success bar is one page and one sentence that pauses Friday. Fill the one-page log before you sign. Do not mark the paper cleared.

Keep when the start is after unload and the documents are in hand. Notice is listed, cure has a date, the POD is receipt, and the warranty clock sits apart.

Rewrite when a short window can stay but the trigger must move to unload plus the spec. Delete “including latent defects.” Allow partial rejection. Give cure a date.

Walk when the clock starts on the bill of lading, the POD is acceptance, partial rejection is banned, and cure has no date. Counsel — a qualified lawyer — still opens Clauses 9 and 12.

A first pass — an automated highlight of clauses on the same uploaded file — does not replace that read. Before you sign: bill of lading → arrival → unload → documents → notice → warranty clock.