[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-delivery-of-substituted-goods-D1096":3},{"document":4,"label":24,"preview":11,"thumb":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Notice of Delivery of Substituted Goods Dear [Contact name], We are in receipt of your purchase order of [Date] but, unfortunately, we are unable to deliver the specific goods you ordered at this time because of [Reason].",null,"Delivery of Substituted Goods","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/delivery-of-substituted-goods-D1096.png","https://templates.business-in-a-box.com/imgs/250px/1096.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1096.xml",{"title":15,"description":6},"delivery of substituted goods",[17,20],{"label":18,"url":19},"Production & Operations","/templates/production-operations/",{"label":21,"url":22},"Shipping","/templates/shipping/","delivery substituted goods","Delivery of Substituted Goods Template","https://templates.business-in-a-box.com/imgs/400px/1096.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Sales & Purchase","/templates/sales-and-purchase/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,133,150,157],{"label":40,"url":41,"thumb":42,"extension":10},"Delivery Note","/template/delivery-note-D12712","https://templates.business-in-a-box.com/imgs/250px/12712.png",{"label":44,"url":45,"thumb":46,"extension":10},"Demand of Delivery","/template/demand-of-delivery-D1057","https://templates.business-in-a-box.com/imgs/250px/1057.png",{"label":48,"url":49,"thumb":50,"extension":10},"Delivery Rejection Notice","/template/delivery-rejection-notice-D1055","https://templates.business-in-a-box.com/imgs/250px/1055.png",{"label":52,"url":53,"thumb":54,"extension":10},"Acceptance of Order With Delivery in Lots","/template/acceptance-of-order-with-delivery-in-lots-D1086","https://templates.business-in-a-box.com/imgs/250px/1086.png",{"label":56,"url":57,"thumb":58,"extension":10},"Agreement of Movable Hypothec Without Delivery","/template/agreement-of-movable-hypothec-without-delivery-D1131","https://templates.business-in-a-box.com/imgs/250px/1131.png",{"label":60,"url":61,"thumb":62,"extension":10},"Announcement of Free Delivery Limitations Change","/template/announcement-of-free-delivery-limitations-change-D1380","https://templates.business-in-a-box.com/imgs/250px/1380.png",{"label":64,"url":65,"thumb":66,"extension":10},"Cancellation of Purchase Order for Late Delivery","/template/cancellation-of-purchase-order-for-late-delivery-D1048","https://templates.business-in-a-box.com/imgs/250px/1048.png",{"label":68,"url":69,"thumb":70,"extension":10},"Notice Following Refusal to Accept Delivery","/template/notice-following-refusal-to-accept-delivery-D1102","https://templates.business-in-a-box.com/imgs/250px/1102.png",{"label":72,"url":73,"thumb":74,"extension":10},"Acknowledged Receipt of Goods","/template/acknowledged-receipt-of-goods-D1046","https://templates.business-in-a-box.com/imgs/250px/1046.png",{"label":76,"url":77,"thumb":78,"extension":10},"Contract for the Storage of Goods","/template/contract-for-the-storage-of-goods-D869","https://templates.business-in-a-box.com/imgs/250px/869.png",{"label":80,"url":81,"thumb":82,"extension":10},"Contract for the Sale of Goods","/template/contract-for-the-sale-of-goods-D1237","https://templates.business-in-a-box.com/imgs/250px/1237.png",{"label":84,"url":85,"thumb":86,"extension":10},"Goods Received Note","/template/goods-received-note-D13698","https://templates.business-in-a-box.com/imgs/250px/13698.png",{"description":88,"descriptionCustom":6,"label":89,"pages":8,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":102,"url":103},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[96,99],{"label":97,"url":98},"Sales & Marketing","sales-marketing",{"label":100,"url":101},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":105,"descriptionCustom":6,"label":106,"pages":8,"size":9,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"CREDIT NOTE CREDIT NOTE NUMBER: [Unique Credit Note Number] INVOICE NUMBER: [Related Invoice Number] DATE OF INVOICE: [Date of Related Invoice] [YOUR COMPANY NAME] [YOUR COMPANY ADDRESS] [CITY, STATE, ZIP CODE] [DATE] [CUSTOMER NAME] [CUSTOMER ADDRESS] [CITY, STATE, ZIP CODE] ","Credit Note","https://templates.business-in-a-box.com/imgs/1000px/credit-note-D13639.png","https://templates.business-in-a-box.com/imgs/250px/13639.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13639.xml",{"title":111,"description":6},"credit note",[113,116],{"label":114,"url":115},"Credit & Collection","credit-collection",{"label":114,"url":115},"/template/credit-note-D13639",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":9,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":131,"url":132},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":126,"description":6},"service agreement",[128,130],{"label":33,"url":129},"business-legal-agreements",{"label":33,"url":129},"supply agreement","/template/supply-agreement-D12711",{"description":134,"descriptionCustom":6,"label":135,"pages":8,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":148,"url":149},"Invoice Company: Complete Address: ______________________________________________________ Phone:_________________ Fax: ________________ Email: _____________________ INVOICE #: _____________ DATE: ________________ Bill to: Address: _______________________________________ City: __________________________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Commercial Sales Invoice",42,"https://templates.business-in-a-box.com/imgs/1000px/sales-invoice-D383.png","https://templates.business-in-a-box.com/imgs/250px/383.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#383.xml",{"title":6,"description":6},[142,145],{"label":143,"url":144},"Finance & Accounting","finance-accounting",{"label":146,"url":147},"Invoices & Receipts","invoice-receipt","sales invoice","/template/sales-invoice-D383",{"description":134,"descriptionCustom":6,"label":135,"pages":8,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":151,"parents":152,"keywords":155,"url":156},{"title":6,"description":6},[153,154],{"label":143,"url":144},{"label":146,"url":147},"commercial invoice","/template/commercial-invoice-D383",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":9,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":171},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":165,"description":6},"non disclosure agreement nda",[167,168],{"label":33,"url":129},{"label":169,"url":170},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":174,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":508,"classification":509},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Delivery of Substituted Goods Template | BIB","Free delivery of substituted goods template for sellers replacing unavailable items with equivalent alternatives.","delivery of substituted goods template",[179,180,181,182,183,184,185],"substituted goods agreement","goods substitution letter template","substitute goods contract","delivery substitution notice","commercial goods substitution template","substitute goods form free","goods replacement agreement template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":172},"medium",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Delivery of Substituted Goods document is a legally binding agreement in which a seller formally notifies a buyer that originally ordered goods are unavailable and proposes a specific substitute — detailing how the replacement compares on specifications, pricing, and quality. This free Word download gives both parties a clear, signed record of consent to the change, protecting the seller from breach-of-contract claims and the buyer from receiving an unapproved substitution without recourse.\n","Use it whenever a supplier, vendor, or seller cannot fulfill an order as originally specified — due to stock-outs, discontinued product lines, supply chain disruptions, or specification changes — and intends to ship an alternative item in its place. It is also used by buyers who wish to formally document their conditional acceptance of a substitute before delivery occurs.\n","The document covers identification of the original and substitute goods, a side-by-side specification and price comparison, the buyer's consent conditions, warranty and quality representations for the substitute, liability limitations, and the governing terms that apply if the substitute is rejected upon delivery.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Wholesalers and distributors","Notifying retail buyers of substitute SKUs when ordered stock is unavailable","persona-wholesaler",{"title":203,"use_case":204,"icon_asset_id":205},"E-commerce sellers","Formalizing substitution consent before shipping a replacement product","persona-ecommerce-seller",{"title":207,"use_case":208,"icon_asset_id":209},"Procurement managers","Documenting supplier substitutions to maintain audit trails and protect purchase orders","persona-procurement-manager",{"title":211,"use_case":212,"icon_asset_id":213},"Manufacturers","Replacing a discontinued component or raw material with an approved equivalent","persona-manufacturer",{"title":215,"use_case":216,"icon_asset_id":217},"Construction and trades suppliers","Substituting specified building materials when originals are on back-order","persona-contractor",{"title":219,"use_case":220,"icon_asset_id":221},"Retailers","Managing customer-facing substitutions under a standing supply agreement","persona-retailer",[223,227,231,235,239,243,246],{"situation":224,"recommended_template":225,"slug":226},"Seller-initiated substitution before shipment, buyer must approve","Delivery of Substituted Goods (Pre-Shipment)","delivery-of-substituted-goods-D1096",{"situation":228,"recommended_template":229,"slug":230},"Buyer proposing a substitute item to a supplier on a purchase order","Purchase Order Amendment","purchase-order-D1411",{"situation":232,"recommended_template":233,"slug":234},"Substitution arising from a formal supply agreement","Supply Agreement Amendment","supply-agreement-D918",{"situation":236,"recommended_template":237,"slug":238},"Goods already delivered that do not conform to specifications","Notice of Non-Conforming Goods","rejection-of-non-conforming-goods-D1074",{"situation":240,"recommended_template":241,"slug":242},"Buyer formally rejecting delivered substituted goods","Rejection of Goods Notice","notice-of-rejection-of-goods-D1065",{"situation":244,"recommended_template":245,"slug":234},"Ongoing contract with recurring substitution rights reserved","Supply and Distribution Agreement",{"situation":247,"recommended_template":248,"slug":249},"Substitution of goods in an international shipment with customs impact","Commercial Invoice (International)","sales-invoice-D383",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Substituted Goods","Goods that a seller delivers in place of originally ordered items because the original specification cannot be fulfilled.",{"term":255,"definition":256},"Conforming Goods","Goods that exactly match the description, specification, and quality agreed to in the original purchase order or contract.",{"term":258,"definition":259},"Non-Conforming Goods","Goods delivered that do not match the agreed specification — either the wrong item, wrong quantity, or defective quality.",{"term":261,"definition":262},"Perfect Tender Rule","A principle in US commercial law (UCC §2-601) that allows a buyer to reject goods that fail to conform in any respect to the contract terms.",{"term":264,"definition":265},"Buyer's Right of Rejection","The buyer's legal right to refuse delivery of goods that do not match the agreed specification, and to claim a refund or replacement.",{"term":267,"definition":268},"Material Equivalence","A standard used to assess whether a substitute item performs the same function to the same quality level as the originally specified goods.",{"term":270,"definition":271},"UCC (Uniform Commercial Code)","A set of standardized US commercial laws governing the sale of goods, including rules on conforming delivery, buyer remedies, and seller cure rights.",{"term":273,"definition":274},"Seller's Right to Cure","A seller's right under UCC §2-508 to correct a defective or non-conforming delivery within the contract period, or within a reasonable additional time.",{"term":276,"definition":277},"Force Majeure","A clause excusing a party from performance when extraordinary, unforeseeable events — supply chain collapse, natural disaster, or trade embargo — make the original delivery impossible.",{"term":279,"definition":280},"Acceptance of Goods","A buyer's formal or implied indication that delivered goods are satisfactory — after which the right to reject typically lapses under most commercial laws.",{"term":282,"definition":283},"Specification Sheet","A technical document describing a product's physical dimensions, material composition, performance standards, and other measurable characteristics.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Identification of original and substituted goods","Names and precisely describes the goods originally ordered and the proposed substitute, including SKUs, part numbers, specifications, and quantities.","The Buyer placed Order No. [ORDER NUMBER] dated [DATE] for [QUANTITY] units of [ORIGINAL GOODS DESCRIPTION] (SKU: [ORIGINAL SKU]). Due to [REASON FOR UNAVAILABILITY], the Seller proposes to deliver [QUANTITY] units of [SUBSTITUTE GOODS DESCRIPTION] (SKU: [SUBSTITUTE SKU]) in place of the original goods.","Describing the substitute in vague commercial terms rather than by full specification. If the substitute's dimensions, grade, or part number are not stated explicitly, the buyer cannot make an informed consent decision — and disputes about material equivalence become impossible to resolve.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Reason for substitution","States the specific reason the original goods cannot be supplied — discontinuation, stock-out, supply chain disruption, or quality issue — to establish good faith.","The original goods are unavailable due to [SPECIFIC REASON — e.g., manufacturer discontinuation / supply chain disruption / quality hold] as of [DATE]. The Seller has made reasonable efforts to source conforming goods and has been unable to do so within the delivery window specified in the original order.","Omitting the reason for substitution entirely. Courts and buyers both treat an unexplained substitution as a potential bad-faith breach. A documented reason supports a seller's good-faith defense and strengthens the validity of any force majeure claim.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Specification comparison","Provides a side-by-side comparison of the key technical specifications of the original and substitute goods to allow the buyer to assess material equivalence.","The parties acknowledge the following comparison: Original Goods — [SPECIFICATION A: VALUE], [SPECIFICATION B: VALUE], [SPECIFICATION C: VALUE]. Substitute Goods — [SPECIFICATION A: VALUE], [SPECIFICATION B: VALUE], [SPECIFICATION C: VALUE]. The Seller represents that the Substitute Goods are materially equivalent in function and performance.","Using a subjective narrative description instead of a structured data table. Without a line-by-line comparison, disputes about whether the substitute is 'equivalent' cannot be assessed objectively.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Pricing adjustment","States whether the price of the substitute goods differs from the original order price, documents any credit or surcharge, and confirms the revised total payable.","The original order price was $[ORIGINAL PRICE] per unit. The substitute goods are offered at $[SUBSTITUTE PRICE] per unit, reflecting a [decrease / increase / no change] of $[DIFFERENCE]. The revised order total is $[REVISED TOTAL]. [Any overpayment will be credited within [X] business days / Any additional amount is payable per the original payment terms.]","Failing to address price differences at all. If the substitute costs more and the buyer pays the original invoice without an explicit surcharge agreement, collecting the difference later becomes a separate disputed claim.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Buyer's consent and conditions","Records the buyer's explicit written agreement to accept the substitute, and any conditions attached — such as quality inspection rights or a right to return if the substitute does not perform as represented.","The Buyer hereby consents to delivery of the Substitute Goods on the following conditions: (a) the Substitute Goods pass Buyer's incoming quality inspection within [X] business days of delivery; (b) the Seller provides a [SPECIFICATION SHEET / SAMPLE / CERTIFICATE OF CONFORMANCE] prior to shipment; (c) Buyer retains the right to return the Substitute Goods at Seller's cost if they do not conform to the specifications stated in Section [X].","Treating buyer silence as consent. In most jurisdictions, silence is not acceptance in a commercial contract. A seller who ships without written buyer consent risks a clean breach-of-contract claim with no substitution defense.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Seller's warranty and quality representations","The seller warrants that the substitute goods meet stated quality standards, are free from defects, and conform to the specifications listed in the comparison clause.","The Seller warrants that the Substitute Goods: (a) conform to the specifications set out in Section [X]; (b) are free from material defects in material and workmanship; (c) comply with all applicable regulatory standards in [JURISDICTION]; and (d) are fit for the purpose for which the original goods were ordered, as known to the Seller at the time of order placement.","Copying the warranty from the original supply agreement without checking whether it applies to the substitute's specifications. If the substitute is sourced from a different manufacturer, the original warranty terms may not accurately reflect what the seller can actually deliver.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Delivery terms and timeline","States the revised delivery date, shipping method, Incoterms (for international transactions), and who bears risk of loss during transit.","The Substitute Goods shall be delivered to [DELIVERY ADDRESS] by [REVISED DELIVERY DATE] via [CARRIER / SHIPPING METHOD] on [INCOTERMS — e.g., DDP / FOB ORIGIN] terms. Risk of loss passes to the Buyer upon [delivery to carrier / delivery to Buyer's premises].","Reusing the original order's delivery date without confirming whether the substitute can be shipped in time. A new substitution document with an already-missed delivery date creates an immediate technical breach.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Right of rejection and return procedure","Specifies the conditions and process by which the buyer may reject the substitute goods, including the inspection window, notification requirements, and return freight responsibility.","The Buyer shall inspect the Substitute Goods within [X] business days of delivery. If the Substitute Goods do not conform to the specifications in Section [X], Buyer shall notify Seller in writing within [X] business days of discovery. Seller shall arrange return freight at its own cost and issue a full refund or replacement within [X] days of receiving the returned goods.","Setting a rejection window that is shorter than the buyer's typical inspection cycle. If the buyer physically cannot complete incoming inspection in time, the window lapses by default and the buyer loses the right to reject — which courts have found to be an unconscionable term in several jurisdictions.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Limitation of liability","Caps the seller's liability for delivering the substitute at an amount tied to the order value, and excludes consequential or indirect damages arising from the substitution.","In no event shall the Seller's liability for delivery of the Substitute Goods exceed the total purchase price paid by the Buyer for the relevant order. The Seller shall not be liable for any indirect, incidental, or consequential damages arising from the substitution, including but not limited to lost profits, production downtime, or third-party claims, except in cases of gross negligence or willful misconduct.","Using a limitation of liability clause that is inconsistent with the warranty clause — for example, offering a full performance warranty while capping liability at the purchase price. Courts may interpret the warranty as overriding the limitation, particularly in consumer-facing transactions.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Names the jurisdiction whose commercial law governs the agreement and specifies the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising from this Agreement shall be resolved by [binding arbitration / mediation followed by litigation] in [CITY, JURISDICTION], and the prevailing party shall be entitled to recover reasonable legal fees.","Choosing a governing law that is different from the original purchase order without flagging the inconsistency. If the substitution document and the underlying order are governed by different jurisdictions, an ambiguity about which UCC or Sale of Goods Act applies can void the limitation of liability and warranty clauses.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Reference the original purchase order","Enter the original order number, date, and the exact description and SKU of the goods originally ordered. Cross-reference these against the buyer's purchase order to ensure the identifiers match exactly.","Never paraphrase the original order description. A verbatim reference eliminates any argument that this document applies to a different transaction.",{"step":342,"title":343,"description":344,"tip":345},2,"Document the reason for substitution","State the specific reason the original goods are unavailable — manufacturer discontinuation, stock-out with a dated confirmation, supply chain disruption, or quality hold. Attach supporting documentation (supplier notice, inventory record) as an exhibit.","A dated supplier notice or inventory screenshot attached as Exhibit A converts a bare assertion into a documented fact, which matters significantly if the buyer later disputes the substitution in bad faith.",{"step":347,"title":348,"description":349,"tip":350},3,"Complete the specification comparison table","List each material specification of the original goods in the left column and the corresponding substitute specification in the right column. Include dimensions, material grade, weight, performance ratings, certifications, and any other characteristic relevant to the buyer's intended use.","Ask the substitute goods manufacturer for a datasheet before completing this section — guessing at specifications exposes the seller to warranty liability if the substitute underperforms.",{"step":352,"title":353,"description":354,"tip":355},4,"State the revised pricing clearly","Enter the original unit price, the substitute unit price, the per-unit difference, and the revised order total. If the substitute is cheaper, state how and when the credit will be issued. If it costs more, confirm the buyer's agreement to the surcharge in the consent clause.","Issue a revised pro forma invoice alongside this document so the buyer's accounts payable team can process the price change without a separate query.",{"step":357,"title":358,"description":359,"tip":360},5,"Draft the buyer's consent conditions","Work with the buyer to identify any conditions they require before accepting the substitute — a pre-shipment sample, a certificate of conformance, a longer inspection window, or a no-questions-asked return right. Document each condition precisely.","Obtaining written consent via email is not sufficient in most commercial relationships. The signed substitution document is the enforceable record; an email trail is supporting evidence only.",{"step":362,"title":363,"description":364,"tip":365},6,"Set realistic delivery terms and a revised delivery date","Confirm the substitute goods are physically available and that the carrier can meet the revised date before entering it in the document. State the Incoterms applicable to the shipment and where risk of loss transfers.","Add three to five business days of buffer to your confirmed shipping date. A substitution document with a missed delivery date is an immediate breach of the new agreement.",{"step":367,"title":368,"description":369,"tip":370},7,"Define the inspection window and return procedure","Set an inspection period of at least five to ten business days — enough time for the buyer to run incoming quality checks. Specify exactly how the buyer must notify the seller of rejection, and who arranges and pays for return freight.","Match the inspection window to the buyer's standard incoming-inspection cycle. Ask the buyer directly if you are uncertain — a window they cannot operationally meet creates goodwill problems even if it is technically enforceable.",{"step":372,"title":373,"description":374,"tip":375},8,"Obtain signatures before shipment","Both parties must sign the document before the substitute goods are shipped. A seller who ships without a signed agreement loses the substitution defense and may face a straightforward breach-of-contract claim.","Use an e-signature platform to accelerate turnaround — substitution timelines are typically tight. Store the executed document alongside the original purchase order in your records management system.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Shipping without written buyer consent","Without documented consent, the buyer can reject the substituted goods on delivery, refuse to pay, and claim breach of the original purchase order — leaving the seller holding unsold inventory and a disputed invoice.","Always obtain a signed substitution agreement or at minimum a written email acknowledgment before the goods leave the warehouse. A signed document is the only fully enforceable form of consent in a commercial dispute.",{"mistake":382,"why_it_matters":383,"fix":384},"Vague or missing specification comparison","If the substitution document does not detail the substitute's specifications, disputes about material equivalence cannot be resolved objectively, and courts default to the buyer's interpretation of what was promised.","Complete a line-by-line specification table drawn from the substitute manufacturer's official datasheet. Attach the datasheet as an exhibit and cross-reference it in the clause.",{"mistake":386,"why_it_matters":387,"fix":388},"Ignoring the price difference","Delivering a lower-cost substitute without issuing a credit, or a higher-cost one without explicit surcharge consent, creates an unresolved financial dispute that often outlasts the commercial relationship.","State the original and substitute unit prices explicitly in the document and confirm in the buyer's consent clause whether any surcharge or credit applies and when it will be processed.",{"mistake":390,"why_it_matters":391,"fix":392},"Setting an unrealistically short inspection window","A three-day inspection window that the buyer cannot operationally meet results in deemed acceptance — stripping the buyer of rejection rights they reasonably expected to have, which courts in several jurisdictions treat as an unfair term.","Set an inspection window of at least five to ten business days and confirm with the buyer that it aligns with their incoming quality-control process before finalizing the document.",{"mistake":394,"why_it_matters":395,"fix":396},"Inconsistent governing law between the substitution document and the original order","Mismatched governing law creates ambiguity about which Sale of Goods Act or UCC article applies, potentially voiding the limitation of liability and warranty provisions in both documents.","Use the same governing law as the original purchase order or supply agreement. If the jurisdiction needs to change, amend the original agreement formally rather than allowing a conflicting term in the substitution document.",{"mistake":398,"why_it_matters":399,"fix":400},"Failing to sign before shipment","Post-shipment signatures create a fresh-consideration problem and eliminate the seller's ability to argue the buyer consented to the substitution before accepting delivery.","Treat execution of the substitution agreement as a mandatory pre-shipment checkpoint — route the document for e-signature immediately upon identifying the substitution and hold the shipment until both signatures are received.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a delivery of substituted goods document?","A delivery of substituted goods document is a legally binding agreement between a seller and a buyer that formally records the seller's inability to deliver originally ordered goods and proposes a specific alternative. It captures the buyer's written consent to receive the substitute, documents how the replacement compares on specifications and price, and allocates liability if the substitute does not perform as represented. It protects the seller from breach-of-contract claims and the buyer from receiving unapproved goods without legal recourse.\n",{"question":406,"answer":407},"When should a seller use a substituted goods agreement?","A seller should use this document any time it cannot fulfill a purchase order exactly as specified — due to stock-outs, discontinued product lines, supply chain disruptions, or quality holds — and intends to ship an alternative item. It is especially important when the substitute differs in any measurable specification, price, or source manufacturer from the original. Shipping without this document exposes the seller to a clean breach-of-contract claim under UCC Article 2 and equivalent commercial codes in other jurisdictions.\n",{"question":409,"answer":410},"Can a buyer legally reject substituted goods?","Yes. Under the UCC's perfect tender rule (§2-601), a buyer in the United States may reject goods that fail to conform to the contract in any respect — including a substitution the buyer did not consent to in writing. In Canada, the UK, and the EU, equivalent Sale of Goods legislation gives buyers similar rejection rights. A signed substitution agreement narrows this right by documenting the buyer's prior consent to the specific alternative, limiting rejection to cases where the substitute does not match the agreed specification.\n",{"question":412,"answer":413},"Is buyer silence enough to accept a substitution?","No — in most commercial jurisdictions, silence is not acceptance. A seller who ships substituted goods without written buyer consent cannot argue that the buyer accepted the substitution by failing to object. Courts in the US, Canada, the UK, and the EU have consistently held that a buyer's failure to respond to a substitution notice does not constitute a binding waiver of the right to reject. Always obtain a signed document or explicit written acknowledgment before shipping.\n",{"question":415,"answer":416},"What should a specification comparison in a substitution document include?","The comparison should cover every material characteristic relevant to the buyer's intended use — dimensions, material grade or composition, weight, performance ratings, certifications (e.g., ISO, UL, CE), country of origin, and any regulatory compliance markings. It should be presented as a structured table with original and substitute values side by side. Attach the substitute manufacturer's official datasheet as an exhibit and cross-reference it in the clause to prevent disputes about what was actually agreed.\n",{"question":418,"answer":419},"Who bears the cost of returning substituted goods if the buyer rejects them?","This is a negotiated term that should be stated explicitly in the substitution document. In most commercial arrangements, the seller bears return freight costs when the buyer rejects goods that do not conform to the agreed substitute specification. If the buyer rejects conforming goods without a valid reason, the seller may have a claim for the return freight and any restocking costs. Leaving this silent in the document creates a disputed cost that can delay settlement for months.\n",{"question":421,"answer":422},"Does a substitution document override the original purchase order?","It supplements — not replaces — the original purchase order for the specific items being substituted. All other terms of the original order (payment terms, delivery address, incoterms, dispute resolution) typically remain in effect unless the substitution document expressly modifies them. Include an integration clause specifying which document controls in the event of a conflict, and ensure the governing law is consistent between both documents.\n",{"question":424,"answer":425},"What happens if the substituted goods are damaged in transit?","Liability for transit damage depends on the Incoterms or shipping terms stated in the substitution document. Under FOB Origin terms, risk of loss passes to the buyer when the goods are handed to the carrier; under DDP terms, the seller bears risk until delivery to the buyer's premises. The substitution document should restate — or expressly confirm — the applicable shipping terms so there is no ambiguity about where the original order's terms end and the substitution's terms begin.\n",{"question":427,"answer":428},"Do I need a lawyer to prepare a delivery of substituted goods agreement?","For routine commercial substitutions between established trading partners where the goods are broadly equivalent and the order value is modest, a well-structured template is typically sufficient. Legal review is strongly recommended when the substitution involves high-value orders, regulated goods (medical devices, food-grade materials, construction materials subject to building codes), cross-border shipments with customs implications, or situations where the buyer is a government entity or large corporation with specific procurement rules.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Manufacturing","industry-manufacturing","Component substitutions during production runs require side-by-side engineering specifications and may trigger regulatory re-approval for products in certified supply chains.",{"industry":435,"icon_asset_id":436,"specifics":437},"Construction and trades","industry-construction","Material substitutions on construction projects typically require architect or engineer approval in addition to buyer consent, and must reference the applicable building code compliance of the substitute.",{"industry":439,"icon_asset_id":440,"specifics":441},"Retail and e-commerce","industry-retail","Consumer-facing substitutions in e-commerce are subject to consumer protection law in most jurisdictions, requiring clear disclosure and an unconditional right to cancel the order if the substitute is not acceptable.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare and medical devices","industry-healthtech","Substitutions involving medical supplies or devices must document regulatory equivalence (FDA 510(k), CE marking) and may require written approval from the buyer's clinical or compliance team before delivery.",[447,451,455,459],{"vs":448,"vs_template_id":449,"summary":450},"Notice of non-conforming goods","D{NON_CONFORMING_GOODS_ID}","A notice of non-conforming goods is issued by the buyer after delivery, documenting that received goods do not match the contract specification. A delivery of substituted goods document is issued by the seller before delivery to obtain consent for a planned deviation. The substitution document prevents the situation that triggers a non-conformance notice.",{"vs":452,"vs_template_id":453,"summary":454},"Purchase order amendment","D{PURCHASE_ORDER_AMENDMENT_ID}","A purchase order amendment modifies the original order across any dimension — quantity, price, delivery date, or item specification — and requires both parties to sign. A substitution document is specifically scoped to replacing one item with another and includes specification comparison and material-equivalence representations that a general amendment does not. Use a PO amendment for broad order changes; use the substitution document when a specific item is being replaced.",{"vs":456,"vs_template_id":457,"summary":458},"Supply agreement","D{SUPPLY_AGREEMENT_ID}","A supply agreement is a master contract governing a long-term commercial supply relationship, often including substitution rights as a reserved clause. A delivery of substituted goods document is a transaction-level instrument that records a single substitution event under an existing order. If your supply agreement already contains substitution rights, the standalone substitution document still serves as the required written notice and consent record for each individual event.",{"vs":460,"vs_template_id":461,"summary":462},"Rejection of goods notice","D{REJECTION_OF_GOODS_ID}","A rejection of goods notice is issued by the buyer after delivery to formally refuse goods that do not conform to the contract. A substitution document is executed before delivery to prevent an unauthorized substitution from occurring. If the seller ships without a signed substitution agreement and the buyer rejects the goods, the buyer's rejection notice is the operative document — making the prior substitution agreement the seller's only effective protection against that outcome.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Routine commercial substitutions between established trading partners where the substitute is broadly equivalent and the order value is under $25,000","Free","20–30 minutes",{"best_for":469,"cost":470,"time":471},"Orders above $25,000, regulated goods categories, cross-border shipments, or first-time substitutions with a new buyer","$200–$500","1–2 business days",{"best_for":473,"cost":474,"time":475},"High-value or complex supply chains, government procurement, medical or safety-critical goods, or substitutions that may trigger regulatory re-approval","$800–$2,500+","3–7 business days",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","UCC Article 2 governs the sale of goods in all US states (except Louisiana for certain transactions). Under §2-601, the perfect tender rule allows buyers to reject any non-conforming delivery, including unauthorized substitutions. Sellers have a right to cure under §2-508 if time remains in the contract period. State-level variations are limited but some states — notably California — impose additional consumer protection obligations when the buyer is an individual rather than a business entity.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","The Sale of Goods Act in each province (except Quebec, where the Civil Code governs) gives buyers the right to reject goods that do not conform to the contract description. British Columbia, Ontario, and Alberta statutes follow similar rejection and cure frameworks to the UCC. Quebec's Civil Code requires good-faith performance and imposes an obligation on the seller to disclose the substitution and obtain consent before delivery. French-language documentation may be required for commercial transactions in Quebec.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and the Consumer Rights Act 2015 (for consumer transactions) govern substituted goods in the UK. Goods must match their description and be of satisfactory quality — an unauthorized substitution is a breach of the implied condition as to description under s.13. Business-to-business substitutions may be subject to the Unfair Contract Terms Act 1977, which limits the enforceability of exclusion clauses including limitation of liability provisions if they are unreasonable.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU Directive 2019/771 on the sale of goods requires that goods conform to the contract and to objective quality standards. Unauthorized substitution constitutes a lack of conformity, triggering buyer remedies including repair, replacement, price reduction, or contract rescission. GDPR may be relevant if the substitution notice is sent electronically and includes personal data. Member states implement the Directive differently — German and Dutch courts have taken a stricter approach to material equivalence than courts in Southern Europe.",[230,498,499,249,500,501,502,503,504,505,506,507],"credit-note-D13639","supply-agreement-D12711","commercial-invoice-D383","non-disclosure-agreement-nda-D12692","notice-of-default-in-payment-D391","demand-letter-D13262","amendment-to-sales-contract-D1224","bill-of-sale-D1229","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":129,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"sales-and-purchase","agreement","general","all-stages",[515,516,517,518],"contract","substitution","goods-delivery","sales-agreement",0.92,"\u003Ch2>What is a Delivery of Substituted Goods Document?\u003C/h2>\n\u003Cp>A \u003Cstrong>Delivery of Substituted Goods\u003C/strong> document is a legally binding agreement in which a seller formally notifies a buyer that originally ordered goods cannot be supplied as specified and proposes a defined alternative — recording both parties' signed consent to the change before shipment occurs. The document identifies the original and substitute items by specification, explains the reason for the substitution, compares technical characteristics side by side, addresses any price difference, and allocates liability if the substitute fails to perform as represented. Under UCC Article 2 in the United States and equivalent Sale of Goods legislation in Canada, the UK, and the EU, a seller who ships goods that differ from the contract specification without documented buyer consent delivers non-conforming goods — giving the buyer an unqualified right to reject and claim breach. This document closes that gap by converting a unilateral seller decision into a mutually agreed transaction modification.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed substitution agreement, a seller who ships an alternative item — even a functionally superior one — has technically breached the original purchase order and has no legal protection against rejection, a refund demand, or a damages claim for the buyer's lost production or procurement costs. The buyer, equally, has no enforceable record of the seller's specification representations or warranty commitments for the substitute, making it difficult to pursue remedies if the replacement underperforms. Supply chain disruptions, component discontinuations, and stock-outs are realities in every sector — the question is not whether substitutions happen, but whether they are managed with the documentation that protects both sides. This template provides the structure to handle the situation correctly: a clear specification comparison, a documented consent process, an explicit inspection and return procedure, and a limitation of liability that holds up when the original order terms are scrutinized.\u003C/p>\n",1778773442238]