TABLE OF CONTENTS Having dealt in the last chapter with boiler plate, seller and buyer obligations, price, payment, delivery, passing of property and risk, and acceptance and rejection this chapter will deal with time schedule, cancellation and termination, warranty, intellectual property rights, liabilities and indemnities, bonds and guarantees, changes and service contracts.
A general rule which the prudent business person and certainly the commercial engineer should observe is that it should be taken that a contract which stipulates a time for delivery or performance is making timeliness a fundamental condition of the contract. Therefore, failure to complete on time will allow the buyer to terminate the contract for breach. If the contract is not clear or is ambiguous as to time then whether time is fundamental will depend upon the construction of the contract and the apparent intention of the parties.
It is sometimes argued that unless the contract includes a time is of the essence statement then timeliness is not of the essence. This is an unreliable and dangerous assumption. It is safe to say that if of the essence is included then time is a fundamental condition. If the statement is absent but the contract is clear as to when performance is required then it is also safe to say that it is fundamental. Vague expressions such as delivery to be as soon as possible , whilst conveying some feeling of urgency, could not be construed as declaring timeliness to...
