Last reviewed 10 September 2026
A supplier who misses delivery dates, sends the wrong goods or simply goes quiet can stall an entire business. The instinct is to escalate immediately. The better first step is to work out precisely what was promised, in what document, and what the contract allows you to do next.
In England and Wales, a supply arrangement is often made up of several documents at once: a signed agreement, a purchase order, a set of standard terms on the back of an invoice, and an email trail. Which of those actually governs the relationship is frequently the central question in the dispute.
This guide is general information about how non delivery is usually handled commercially and legally. It is not legal advice, and you should take advice on your own circumstances before terminating a contract or withholding payment.
Work out which terms actually apply
Gather every document that could form part of the contract: the signed agreement, any framework or master terms, the purchase order, the supplier's acknowledgement, quotations and the emails that recorded what was agreed. Where each side has sent its own standard terms, the position can turn on which set was sent last and accepted by conduct.
Once you know which terms apply, look for the delivery obligation itself, whether time is stated to be of the essence, any service levels or delivery windows, any clause excusing delay, and the notice and cure provisions that must be followed before you can treat the supplier as being in breach.
Is this a breach, or a delay the contract allows
Not every missed date is an actionable breach. Many supply contracts describe delivery dates as estimates, allow a reasonable extension, or excuse delay for events outside the supplier's control under a force majeure clause. A clause that excuses delay in defined circumstances usually still requires the supplier to notify you and to mitigate.
Where the contract is silent on timing, the law generally implies that performance will happen within a reasonable time, judged against the type of goods or services and what both parties knew when they contracted. That is a softer test than a fixed date, which is why written delivery dates matter so much.
Escalate in writing, in the right order
Start with a short factual note to your contact setting out what was promised, what has happened, the effect on your business and a clear date for delivery. Keep the tone commercial. Most supply problems are fixed at this stage, particularly where the supplier still wants the relationship.
If that fails, move to a formal notice that follows the contract exactly: the right addressee, the right method of service, the right notice period and any required opportunity to remedy. A notice that ignores the contractual mechanics is the single most common reason a well founded complaint loses its force.
Should you withhold payment
Withholding payment feels like the obvious lever, but it carries risk. If the contract does not give you a right of set off or withholding, stopping payment can itself be a breach and can hand the supplier a reason to suspend or terminate. Some contracts expressly exclude set off.
Where there is a genuine dispute about part of an invoice, a more defensible approach is to pay the undisputed part, state clearly and in writing why the balance is disputed, and keep the disputed sum available. That protects your cash position without inviting a counterclaim.
Termination and the remedies that follow
Termination rights usually come from two places: the express clauses in the contract, and the general law where a breach is serious enough to go to the root of the bargain. Getting this wrong is expensive, because terminating without the right to do so can amount to a repudiation by you.
Where a supplier has failed to deliver, the usual remedy is damages measured by the cost of putting you in the position you would have been in had the contract been performed. That commonly means the additional cost of sourcing elsewhere, provided you act reasonably to keep the loss down. Contracts often cap liability and exclude loss of profit, so read the liability clause before assuming a figure.
Keeping the business running while you resolve it
Look for an alternative source early, and record what it costs. Courts expect a business to take reasonable steps to reduce its loss, and a documented attempt to mitigate strengthens any later claim.
Keep a dated chronology, save the emails, and note the operational effects such as missed customer commitments or idle staff. If the matter later goes to mediation or court, evidence created at the time is far more persuasive than a reconstruction months afterwards.
Key points
- Identify which set of terms governs the supply before doing anything else.
- Check whether the delivery date is binding or an estimate.
- Follow the contract's notice and cure mechanics precisely.
- Withholding payment without a right to do so can backfire.
- Damages usually reflect the extra cost of sourcing elsewhere, subject to any liability cap.
- Mitigate early and document everything as it happens.
Frequently asked questions
- My supplier missed the delivery date. Can I cancel straight away?
- Not usually. Unless the contract makes the date binding and gives an immediate termination right, you normally need to follow the notice and remedy process in the contract first. Cancelling without the right to do so can put you in breach.
- What if we never signed anything?
- A contract can still exist through purchase orders, acknowledgements, emails and conduct. The terms are worked out from that exchange, and where nothing was agreed about timing the law generally implies performance within a reasonable time.
- Can I claim for the profit I lost while waiting?
- Sometimes, but many commercial contracts exclude loss of profit and cap total liability. The liability clause usually decides what is recoverable, so it should be read before any claim figure is put forward.
- Does force majeure cover a supplier's own shortages?
- It depends entirely on the wording. Some clauses list specific events, others use general language about matters beyond reasonable control. A supplier relying on the clause normally still has to notify you and take steps to reduce the delay.
- Is court the only way to resolve this?
- No. Most supply disputes settle through negotiation or mediation, and many contracts require an escalation or mediation step before proceedings. Court is slow and costly and rarely the first sensible option.