What Is a Destination Contract? (2024)

A contract may be defined as an agreement between two parties, creating legal obligations for each side to perform certain acts. Once the agreement is formalized, each party becomes legally bound to satisfy their contractual obligations, such as making a payment or providing goods.

For any contract to be enforceable under the law, each party needs to exchange something of value known as “consideration” (in most circ*mstances, this is payment for goods or services by the buyer and the provision of the goods or services by the seller). Consideration in a contract helps ensure a bargain is involved, not just a mere gift being given.

Contracts provide the parties involved with miscellaneous contract rights. When forming a contract, the sides will usually negotiate for various terms and provisions in their favor. For example, they may negotiate the quality of materials used, delivery date, payment amounts, and other contractual rights. Offer and acceptance of a contract are also noteworthy matters.
Creating a contract can often be problematic, even for seemingly insignificant transactions.

Standard clauses in a contract may include:

  • Payment amounts;
  • When payment must be delivered;
  • The kinds of goods or services being sold;
  • When the goods or services must be supplied or performed;
  • Whether the agreement can be assigned to another party
  • Remedies in the event of a breach

Therefore, particular care should be taken when forming a contract, particularly during the contract drafting and review stages. This can help prevent a contract dispute or a contract violation.

Oral contracts can be legally binding, depending on how they were created and the subject matter of the agreement. As a general rule of thumb, it’s better to formalize a contract in writing to be referenced in the future. Oral contract requirements may differ from state to state and according to the subject matter of the agreement.

Each party has a general duty to read a contract to understand its terms and duties. When it comes to negotiating, developing, drafting, and reviewing a contract, the guidance and services of a contract attorney can be beneficial.

How Can a Contract Be Broken?

After signing and agreeing to fulfill their contractual duties, contracts may be broken or “breached” by either party. This can happen in many ways, such as failing to meet the terms or violating them. A breach of contract or contract violation may need legal action to make the non-breaching party whole if the breach has caused them any losses.

Some common ways a breach of contract can occur may include:

  • Non-payment for goods or services supplied;
  • Failure to supply goods or services;
  • Delivering services or goods that are of substandard quality;
  • Providing the wrong goods or services;
  • Not paying the full amount for goods or services;
  • Paying the wrong party or delivering to the wrong party;
  • Various other breaches of duties.

A breach of contract can either be minor or material. A minor breach is relatively insignificant and lets the rest of the contract be completed. In contrast, material breaches are more severe and make it challenging or impossible to satisfy the contract terms.

Some other problems involved in a breach of contract case may include:

  • Lack of consideration in the contract
  • Conflicts over the length of the contract offer period
  • A mistake of fact in the contract performance (for example, if a business delivers dinner “plates” as opposed to brake “plates”)
  • No substantial performance of the contract terms;
  • Problems related to contract interpretation;
  • One of the parties was minor or could not form a contract agreement legally;
  • Breaches caused by the existence of fraud concerning the contract;
  • Breaches related to the assigning of duties in a contract (some duties cannot be assigned to other parties to be performed);
  • Instances where a contract term is vague, ambiguous, or has multiple meanings;
  • The contract was unconscionable (i.e., so one-sided that it would be deemed unfair to one party); it may also be used as a defense to breach of contract;
  • Non-disclosure violations in a contract.

What Are Some Common Contract Remedies?

Resolving contract conflicts is among the most complex areas of law. It depends on many factors, including the type of contract involved, interpretation of the contract, and the type of remedy that the non-breaching party is seeking.

Equitable remedies for breach of contract may include:

  • Contract Modification: In some circ*mstances, courts may permit a contract modification, such as when a term needs to be extended. This may help save the parties time and resources that they may have already expended;
  • Contract Reformation: In some circ*mstances, courts may permit the parties to “reform” or change the contract. Reformation of a contract may be available in cases involving misrepresentation or mistaken terms in the contract;
  • Contract Rescission: This is where the court cancels a contract. This must be done entirely (i.e., they can’t cancel only part of the agreement);
  • Contract Revocation (Revoking a Contract): This is where a contract is voided, usually due to some mutual mistake in interpreting the contract;
  • Contract Termination: For example, when there is an impossibility of performance present (one party cannot perform their part of the contract);
  • Voiding a Contract: This can happen in cases where a misrepresentation was used or one party was a minor.

What Is a Destination Contract?

A destination contract can be used for a transaction involving the sale of goods. The transactions are overseen by the Uniform Commercial Code (UCC). The seller promises to deliver specified goods to the buyer’s destination in a destination contract. The seller must confirm that the purchased goods get to the buyer’s destination.

Who Is Responsible If the Goods Are Lost or Damaged?

The risk of loss is on the seller until they satisfy their delivery obligations under the destination contract. If the goods are destroyed or damaged while in delivery, the seller risks loss.

After a common carrier has delivered the goods at the buyer’s destination, the seller is no longer liable.

Destination Contract vs. Shipment Contract: What’s the Difference?

Destination contracts specify the buyer’s destination as the point where the seller’s obligation to deliver is complete. At that point, all risk of loss passes to the buyer.

Alternatively, under a shipment contract, the seller’s duty is done when he passes the goods to the common carrier for delivery. If the goods are damaged during shipment, the seller is not held responsible in this situation.

How to Spot a Destination Contract

Miscellaneous contract terms help distinguish destination contracts. The following terms will typically point to a destination contract:

1) FOB (Free on Board) – when a delivery term in the contract states “F.O.B San Francisco” and the buyer or its distribution or logistic channel is located in San Francisco, the FOB clause points to a destination contract.

The seller may be obligated to:

  • Transport goods to the buyer’s destination
  • Transport at the seller’s own expense
  • Tender the goods at the buyer’s destination
  • Assume the risk of loss during transportation

2) Ex Ship – This means “from the carrying vessel.” In other words, the seller may be obligated to:

  • Pay freight bills
  • Ensure the goods leave the ship at the destination
  • Ensure the goods get unloaded

3) No arrival, no sale – This clause gives the seller more leeway. The seller doesn’t assume liability unless the goods are damaged due to the seller’s actions.

Seeking Legal Help

Transactions involving the sale of goods can become complicated. A qualified contract lawyer can help you negotiate, draft, and review your destination contract(s). A lawyer can also help you obtain damages for the breach of a sales contract.

Ty McDuffey

LegalMatch Legal Writer

Updating Author

Ty began working at LegalMatch in November 2021. Ty holds a Professional Writing Degree from Missouri State University with a minor in Economics. Ty received his Juris Doctorate from the University of Missouri-Kansas City School of Law in May of 2021. Before joining LegalMatch, Ty worked as a law clerk and freelance writer. Ty is a native of Lake of the Ozarks, Missouri, and currently resides in Kansas City.

What Is a Destination Contract? (2024)

FAQs

What is a destination contract? ›

Under a destination contract, the seller promises to deliver specified goods to the buyer's destination. The seller must confirm that the purchased goods get to the buyer's destination. The destination contract can be used for the transactions which are overseen by the Uniform Commercial Code.

What is an example of a destination contract? ›

For example, if a company in New York purchases a shipment of goods from a supplier in California under a destination contract, the supplier is responsible for delivering the goods to the buyer's location in New York.

Does it matter if it is a shipment or destination contract? ›

If the contract does not require the seller to deliver the goods at a particular destination, a “shipment” contract is presumed. On the other hand, a “destination” contract is characterized by a seller's obligation to deliver at a particular destination.

What is a destination contract and when does risk of loss pass? ›

With a destination contract, the risk of loss transfers from the carrier to the seller when the goods reach their destination. The seller is responsible for the goods until they reach the buyer's destination. However, if anything happens to the shipment once it's delivered, the buyer is responsible for any costs.

Who pays for shipping in a destination contract? ›

FOB shipping point is usually paid for by the buyer, while FOB destination is usually paid for by the seller.

Which of the following is true of a destination contract? ›

Which of the following is true of destination contracts? Title and risk of loss pass to the buyer once the seller tenders goods at place as per the contract.

What are the examples of destination? ›

Destination can describe where you are going, like a traveler whose destination is Paris, or a place that is known for a particular purpose, such as a hip new music club that's a destination for fans of indie rock.

What are contracts examples? ›

Example: John promises to paint Dan's car in return for Dan's promise to pay him $100. Implied Contract: The conduct of the parties indicates that they consented to be bound. Example: Toni fills her car with gas at Tina's gas station. There is a contract for the purchase and sale of gas.

What is a simple example of contract? ›

Q1: “A person A agrees to sell his house to a person B for 50 lakh.” This is an example of: A contract.

What is the difference between a shipment contract and a destination contract in your answers? ›

Destination contracts specify the buyer's destination as the point where the seller's obligation to deliver is complete. At that point, all risk of loss passes to the buyer. Alternatively, under a shipment contract, the seller's duty is done when he passes the goods to the common carrier for delivery.

What is the difference between a shipment contract and a destination contract FOB? ›

In a FOB shipping point contract, the seller transfers any title of ownership to the buyer upon the product leaving the seller's location. The buyer then has full ownership. In a FOB destination sale contract, the buyer may not receive the title of ownership until the product reaches the buyer's location.

Who bears the burden of loss in a shipment contract and in a destination contract? ›

With a shipment contract, the buyer bears the risk of loss for the goods prior to actually receiving them. Here, the seller's only duty is to get the goods to a common carrier and make proper delivery arrangements for the goods to get to the seller.

What are the types of contracts which contract has more risk? ›

b) Fixed price plus incentive fee (FPIF) is a complex type of contract in which the seller bears a higher burden of risk.

Does a destination contract relieve the seller from liability when delivered to the carrier for shipment? ›

Destination Contract: A contract for the sale of goods which (i) requires the seller to ship the goods via carrier, (ii) to a particular destination, and (iii) relieves the seller of liability for the goods once they have been delivered to the designated destination.

Who pays freight on FOB terms? ›

FOB freight collect specifies that the buyer must pay the freight transportation charges when the buyer receives the goods. However, the seller assumes the risk associated with transporting the goods because the seller still owns the goods during transit.

Is seller responsible for shipping? ›

The party responsible for shipping the goods is the 'shipper' or 'consignor'. This would usually be the seller. The 'consignee' is usually the buyer and is the person named as consignee in the bill of lading.

What are the 5 components of a destination? ›

These key elements are known as the 5 A's: Access, Accommodation, Attractions, Activities, and Amenities.

What are the major elements of a destination plan? ›

Components of a Destination Management plan
  • Define the destination. Defining the destination is important when multiple stakeholders with various perspectives are involved. ...
  • Define the vision. ...
  • Data, research and analysis. ...
  • Strategic fit. ...
  • Brand positioning. ...
  • Target markets. ...
  • Experience and product development (Attractions) ...
  • Access.

What is a destination clause? ›

Destination clauses, which are often included in long- term LNG SPAs, designate specific LNG receiving terminals for LNG cargoes sold under the SPA and prevent the buyer from ultimately discharging the cargo outside of its home destination.

What is the best definition of destination? ›

: a place to which one is journeying or to which something is sent.

What makes a destination? ›

It is a place of interest where tourists visit, typically for its inherent or exhibited, natural or cultural value, historical significance, or natural or artificial beauty. The attraction creates a desire to travel to a specific tourist destination.

What does it mean to have a destination? ›

1. the place to which a person or thing travels or is sent. Her destination was Rome. 2. the purpose for which something is destined.

What are the 4 types of contracts? ›

Contract Types Comparison
Party 1 offers
Unit priceA service + the cost of one unit
BilateralServices or goods that are of value to the other party
UnilateralServices or goods that the other party requested, usually in an open request
ImpliedServices or goods
9 more rows
Jan 26, 2022

What are the 3 types of contracts? ›

The three most common contract types include:
  • Fixed-price contracts.
  • Cost-plus contracts.
  • Time and materials contracts.

What are three things a contract must have? ›

Contracts are made up of three basic parts – an offer, an acceptance and consideration.

How do you say for example in a contract? ›

The abbreviation “e.g.” stands for the Latin exempli gratia, which means “for example” or “for the sake of example.” The abbreviation “i.e.” stands for the Latin phrase id est, which means “that is to say” or “in other words.” When writing, we often use these terms like examples (e.g.) to emphasize a point or use (i.e. ...

What is a real life example of a contract? ›

Getting goods in exchange for money is one of the most common yet classic examples of a typical contract. The amount is the consideration for the goods bought. And the goods form the consideration for the amount paid.

How do you write a contract example? ›

Write the contract in six steps
  1. Start with a contract template. ...
  2. Open with the basic information. ...
  3. Describe in detail what you have agreed to. ...
  4. Include a description of how the contract will be ended. ...
  5. Write into the contract which laws apply and how disputes will be resolved. ...
  6. Include space for signatures.

What does destination mean in freight terms? ›

FOB (Freight on Board) Destination is a shipping term which means that the seller retains the legal title to the goods until they reach the location of the buyer.

What does destination mean in shipping? ›

Place of Destination refers to the agreed location to which a shipment is expected to arrive. When the shipment reaches its delivery point, then the carrier or transport company has fulfilled his delivery obligation. This is the transportation of goods to the required destination provided by the buyer or shipper.

What is point of destination shipping? ›

FOB destination, sometimes called FOB destination point, means that the buyer takes ownership from the shipper upon delivery of goods, usually at the buyer's receiving dock.

What is the difference between FOB shipping point and FOB destination freight? ›

The key difference between the two terms is which point they transfer responsibility for the goods. FOB Shipping Point means the buyer takes responsibility when the goods arrive at the shipper, but with FOB Destination the buyer doesn't take responsibility until the goods arrive at their port.

What is the difference between FOB seller and FOB buyer? ›

FOB Origin, Freight Prepaid: The seller/shipper pays the cost of shipping while the buyer/receiver of goods assumes the responsibility of goods at the point of origin. FOB Origin, Freight Collect: The buyer pays for freight and shipping costs and assumes full responsibility for the cargo.

What is the difference between FOB destination and CFR? ›

Free on Board means the seller is responsible for the product only until it is loaded on board a shipping a vessel, at which point the buyer is responsible. With CFR, the seller must arrange and pay all costs to ship the product to a destination port, at which point the buyer becomes responsible.

What are the 6 major requirements of a contract? ›

6 Essential Elements of a Contract
  • Offer.
  • Acceptance.
  • Awareness.
  • Consideration.
  • Capacity.
  • Legality.

What types of contracts are required? ›

Different Types of Contracts: Everything You Need to Know
  • Lump Sum or Fixed Price Contract Type. ...
  • Cost Plus Contracts. ...
  • Time and Material Contracts When Scope is Not Clear. ...
  • Unit Pricing Contracts. ...
  • Bilateral Contract. ...
  • Unilateral Contract. ...
  • Implied Contracts. ...
  • Express Contracts.

What are the advantages of a shipment contract? ›

Under the UCC, the shipment contract allows the buyer and seller to allocate risk in the event the goods are lost or damaged before the buyer receives the goods. The seller promises to get the goods to a common carrier to make delivery of goods from seller to buyer.

What happens if a seller fails to deliver goods called for in the contract? ›

If a seller fails to deliver goods or if the delivered goods are defective, the buyer is entitled to damages. However, the mere fact that a seller has breached the contract does not entitle the buyer to recoup anything more than its actual loss.

Who suffers the risk of loss on an FOB contract? ›

If the seller is not a merchant, the risk of loss passes when the seller has tendered delivery. If the seller is to ship the goods (FOB shipping point), risk of loss passes from seller to buyer on proper delivery to an independent (for-hire) carrier.

Who is responsible for damage during shipping if the terms are FOB origin? ›

"FOB Origin" or FOB Shipping Point" means the buyer accepts the title of the goods at the shipment point and assumes all risk once the seller ships the product. The buyer is responsible if the goods are damaged or lost while in transit.

What is the best type of contract? ›

Fixed Price Contracts. This is the best contract type when someone knows exactly what the scope of work is. Also known as a lump sum contract, this contract is the best way to keep costs low when you can predict the scope.

What are the two main types of contracts? ›

(b) The contract types are grouped into two broad categories: fixed-price contracts (see subpart 16.2) and cost-reimbursem*nt contracts (see subpart 16.3).

What is the most difficult type of contract to enforce? ›

Contracts May be Oral or Written

Contracts are formed through written or oral agreement. Understandably, oral agreements are far more difficult to enforce than written contracts. Nevertheless, the law provides for oral contract formation, including oral rescission, and modifications.

Who pays for destination contract? ›

Under a destination contract, the seller bears the risk of loss in such a situation. If the goods are lost or destroyed prior to reaching the buyer, the seller will be responsible for any costs. The language typically used to indicate a destination contract states the shipment is free on board.

What is the difference between FOB shipping and destination? ›

Once on the ship, the buyer is responsible financially for transportation costs, customs clearance, fees, and taxes. Conversely, with FOB destination, the seller pays the shipment cost and fees until the items reach their destination, such as the buyer's location.

What does contract shipping terms mean? ›

Put simply, shipping terms refer to three things: Who is responsible for arranging transport and the carrier. Who needs to cover the cost of transport. Where and when the goods will be transferred from the seller to the buyer.

What does FOB mean in contracts? ›

Free on board, often abbreviated as “F.O.B.,” applies to the sale of goods and indicates that purchased property will be placed on board a vessel for shipment at a designated place without expense to the buyer for packing, potage, cartage, etc.

What does FOB destination in a contract for the sale of goods mean? ›

FOB destination is a contraction of the term "Free on Board Destination." The term means that the buyer takes delivery of goods being shipped to it by a supplier once the goods arrive at the buyer's receiving dock.

What is the primary difference between a shipment and destination contract quizlet? ›

In a shipment contract, the risk of loss passes to the buyer or lessee when the goods are delivered to the carrier. In a destination contract, the risk of loss passes to the buyer or lessee when the goods are tendered to the buyer or lessee at the specified destination.

What are the 2 types of contracts and what is the difference? ›

Express and Implied Contracts

These are the kinds of contracts that most people think of when they think of contracts. Implied contracts, on the other hand, have terms that must be inferred by actions, facts, and circ*mstances that would indicate a mutual intent to form a contract.

What are the three types of contracts explain? ›

Contract Types Comparison
Party 1 offers
BilateralServices or goods that are of value to the other party
UnilateralServices or goods that the other party requested, usually in an open request
ImpliedServices or goods
ExpressAnything
9 more rows
Jan 26, 2022

Is freight payable at destination? ›

Typically, Freight Collect means that the responsibility for payment of freight charges is on the buyer or receiver of the goods. The amount towards freight charges falls due when the cargo arrives at its destination.

What are destination charges for shipment? ›

To start with the fundamentals, here is a definition of destination charges: In the freight forwarding and shipping industry destination charges, or sometimes referred to as local charges or destination terminal charges, are fees that are levied by the destination port of your cargo.

Does FOB destination mean that the seller will pay the freight costs? ›

FOB destination is a pricing term indicating the buyer is responsible for all costs associated with the delivery of the goods to the buyer's designated destination. The seller is responsible for the cost of the goods, but not for the cost of delivering the goods to the buyer's destination.

What are the two types of shipping FOB? ›

There are two types of FOB, which are FOB destination and FOB shipping point. The type of FOB to be used is typically designated in a customer's purchase order, and is also stated on the supplier's invoice to the customer.

Who pays freight out? ›

The cost of freight charges paid to ship goods sold to customers is called freight-out, and it is paid by the seller, not by the purchaser. When the seller pays the transportation charge, it is called delivery expense, or freight-out. Freight-out is the cost of delivering finished goods to a customer.

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