contract-law england-and-wales sale-of-goods
Can I terminate contract, because strawberries were spoiled when delivered one day late to my restaurant?
<p>I own a restaurant. My one page  contract with my supplier — let's call them D — required D deliver 40 kilograms of fresh strawberries to my restaurant, by 3 November 2021. D must contract with a carrier to deliver the strawberries to my restaurant.</p>
<p>The carrier received the strawberries on Nov. 1 and delivered them to me on Nov. 4. When I examined the strawberries, I saw they got mushy, shriveled, mouldy. They leaked juice. The carrier said their truck's refrigerator failed.</p>
<p>Can I terminate this contract? I'm not a lawyer. But some friends in the industry brought up the <a href="https://www.legislation.gov.uk/ukpga/1979/54/section/1?timeline=false" rel="nofollow noreferrer">Sale of Goods Act 1979</a>. I'm not acting as a consumer, so the Consumer Rights Act 2015 doesn't apply here.</p>

<h2>No</h2>
<p>Your supplier has breached their contract but that does not give you the right to terminate.</p>
<p>They have breached both the explicit terms on delivery and quality as well as the terms implied from the Sale of Goods Act on merchantability and fitness for purpose. The breach must be remedied by performance or damages but this does not, of itself, justify termination.</p>
<p>You are entitled to get what you paid for and you can (and should) insist that the supplier remove the uncontracted for strawberries and supply what was contracted. You are also entitled to any damages you might have suffered due to the delivery of the sub-standard product.</p>
<p>You are only entitled to terminate for an egregious breach such as the supplier not supplying at all.</p>
<p>You and the supplier can, of course, agree to end the contract on whatever terms you negotiate- potentially a full refund. However, if you terminate without cause, <em>you</em> are in breach and liable for damages.</p>

<blockquote>
<p>Can I terminate contract, because strawberries were spoiled when delivered one day late to my restaurant?</p>
</blockquote>
<p>Yes, although terms such as <em>voiding</em> or <em>rescission</em> of the contract might be more appropriate than <em>termination</em>.</p>
<p>The belated delivery of spoiled goods falls short of supplier's performance of the contract. The nature of the goods suggests that the contract became null and void as soon as the deadline expired without the goods having been delivered. The supplier is entitled to recover the spoiled goods, though, and the terms of your contract might indicate who must cover the ensuing expenses in the event that he chooses to exercise his entitlement.</p>
<p>The supplier would have a viable claim against the carrier for the losses stemming from carrier's refrigerator failure and possibly also for the belated delivery. It appears that you don't have to worry about the terms of the contract between them.</p>
<p>If you decide that keeping the spoiled goods is less inconvenient than covering the return expenses (in case you have to), you could proceed on grounds of breach of contract. In that case your entitlement to recovery consists of the losses you incurred as a result of the supplier's breach.</p>
