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warehouse receipts, orders for the delivery of goods, and so on. [U.C.C. §§ 1-201(b)(16), 2- 308(c) (1951).]
c. Special Rules if Seller Is to Ship the Goods The rules in § 2-504 apply if the seller is required or authorized to send the goods to the buyer by carrier, and the contract is a shipment contract, not a destination contract. Both shipment contract and destination contract are defined below. [ See U.C.C. § 2-504(a) (1951); Rules if Seller Is Authorized or Required to Ship the Goods by Carrier, Seller’s Tender of Delivery and Shipment of Goods, infra .] 5. Absence of Specific Time Provisions In most cases, either Article 2 or the agreement will specify the time to take some action, such as shipment or delivery. Here, as in many contexts, agreement includes not only express agreement, but also course of dealing, course of performance, and usage of trade. But if the time to do a thing is not specified in Article 2 or the agreement, the time to take the action is a reasonable time . [U.C.C. § 2-309(1) (1951).] a. Determining What Is a Reasonable Time Just what is a reasonable time to take some action will necessarily vary from case to case. The answer depends on what is acceptable commercial conduct, in view of the action’s nature and purpose, together with the circumstances surrounding it. The standard should be applied in view of its purposes, which are to avert surprise, to protect good-faith judgments, and to encourage notice and negotiation to reduce uncertainty. Obviously, an act is not performed within a reasonable time if it is performed unreasonably late. However, an act may be performed unreasonably early, too. In this vein, if the time is left open, an unreasonably early offer or demand for delivery should be treated as an expression of desire or intention that requires the other party’s acquiescence or assent. It should not be treated as a firm position, disregard of which may put a party in breach. [U.C.C. § 1-205(a) (2001); U.C.C. § 2-309, cmt. 1, 3 (1951); 2 Hawkland UCC Series § 2-309:1, Westlaw (database updated June 2021).] Example : In December of year one, an industrial firm contracted to buy computers, software, and related licensing from a manufacturer. The contract specified no time or schedule for delivery. Thus, under Article 2’s gap fillers, the time for delivery was a reasonable time. From December of year one to June of year two, the manufacturer’s representatives tried repeatedly to contact the firm and establish a delivery schedule, but to little avail. Despite the firm’s delays and nonresponsiveness, the manufacturer did what it could during this
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