When can a seller be excused for failing to deliver goods on time?

A seller may be excused for failing to deliver goods on time when prompt delivery becomes impracticable due to an unforeseeable and unavoidable obstacle. This defense is often formalized through a force majeure clause in a contract, which protects parties from liability when extraordinary events—such as natural disasters, wars, or pandemics—render contractual obligations impossible or illegal to fulfill.12

However, the ability to claim this excuse is subject to several limitations:

• Specificity of Goods: If a seller owes a generic quantity of a product and has not yet appropriated specific items for the buyer, they are generally not excused, as they are expected to fulfill the order from other sources.1
• Predictability and Control: Force majeure does not cover events that are controllable, preventable, or foreseeable.2
• Contractual Provisions: In major commercial contracts, parties often explicitly define the conditions under which a seller is exempted from liability for late delivery.1
• Temporary Nature: If the obstacle is temporary, the seller is typically expected to complete the delivery once the impediment is removed.2

It is essential to act with integrity by notifying the other party promptly, providing updates, and fulfilling obligations as soon as the circumstances allow.2