When a shipment arrives short, the Uniform Commercial Code gives the buyer three immediate choices: reject the entire delivery, accept it and pursue damages for what’s missing, or keep the complete commercial units that arrived and reject the rest.1Legal Information Institute. UCC 2-601 – Buyer’s Rights on Improper Delivery That’s the headline rule for a short delivery of goods. The harder questions — whether your claim runs against the seller or the carrier, how quickly you must speak up, and what you can actually recover — turn on shipping terms buried in the contract and on what you do in the first hours after the truck arrives.
A commercial unit is whatever the trade treats as a single item for sale: a case, a pallet, a bale. You cannot split one apart and keep half.
What To Do at the Receiving Dock
A shortage you cannot prove is a shortage you will eat. The strongest evidence is created before the driver leaves.
Compare the bill of lading to your purchase order line by line and quantify exactly what is missing. Write the discrepancy on the delivery receipt, or enter it in the electronic log, while the shipment is still on the dock. That contemporaneous note is extremely hard for the other side to challenge later. Photograph the pallets on the truck, capture packaging condition, and preserve any dock-camera footage immediately.
Two details on the paperwork matter more than most buyers realize. If the trailer arrived with its original seal intact, suspicion shifts away from the carrier and toward whoever loaded the truck. If the bill of lading is marked “shipper load and count,” the carrier never verified what went on board, and it will argue any shortage existed before the goods ever left the shipper. A broken or missing seal when the contract required one points the other direction.
For bulk or heavy freight, certified scale tickets are the most precise evidence available. Federal regulations require carriers to weigh shipments on certified scales and keep tickets showing scale location, date, vehicle identification, and whether each reading is tare, gross, or net.2eCFR. 49 CFR Part 375 Subpart E – Weighing the Shipment Comparing tare and gross weights at origin and destination can prove a shortage with mathematical certainty when piece counts cannot.
Who Is Responsible: The Seller or the Carrier?
Before you blame the seller, figure out where the risk of loss transferred. Under UCC § 2-509, the answer depends on whether yours is a shipment contract or a destination contract.3Legal Information Institute. UCC 2-509 – Risk of Loss in the Absence of Breach
- Under a shipment contract (commonly FOB Origin), risk passes to you the moment the seller hands the goods to the carrier. Anything lost in transit is your problem to chase.
- Under a destination contract (FOB Destination), the seller carries the risk until the goods are properly tendered at your receiving dock.
Most commercial contracts specify these terms. If yours doesn’t, the UCC defaults to a shipment contract, which shifts risk earlier than most buyers expect. The distinction matters because it tells you who to pursue. If the contract was FOB Origin and goods vanished in transit, your claim belongs against the carrier under the Carmack Amendment, not against the seller under the UCC.
The Carmack Amendment makes interstate motor and rail carriers liable for actual loss to property they transport, regardless of which carrier in the chain caused the shortage.4Office of the Law Revision Counsel. 49 USC 14706 – Liability of Carriers Under Receipts and Bills of Lading Carriers can limit liability by written agreement with the shipper, but Congress built in minimum protections you cannot be contracted out of: a carrier cannot impose a claims-filing deadline shorter than nine months from delivery, and you have at least two years from the carrier’s written denial of your claim to file suit.
Reject or Accept — and Notify Fast
Once a shortage is in front of you, the clock starts. How you respond controls which remedies stay open.
Rejecting the Shipment
Rejection must happen within a reasonable time after delivery, and you must notify the seller promptly; a late or ineffective rejection is no rejection at all.5Legal Information Institute. UCC 2-602 – Manner and Effect of Rightful Rejection After rejecting, you cannot use the goods, resell them, or fold them into inventory. If you’ve taken physical possession, you have to hold the rejected goods with reasonable care long enough for the seller to arrange pickup.
How Easily You Can Accept Without Meaning To
Acceptance is easier to trigger than most buyers expect. Under UCC § 2-606, you have accepted when you tell the seller you’ll keep the goods, when you fail to reject within a reasonable time after a chance to inspect, or when you do something inconsistent with the seller’s ownership, such as feeding the material into production.6Legal Information Institute. UCC 2-606 – What Constitutes Acceptance of Goods Accepting part of a commercial unit counts as accepting the whole unit.
Acceptance does not waive your shortage claim, but it changes the rules. Under UCC § 2-607, once you have accepted, you must notify the seller of the shortage within a reasonable time after you discover it or should have discovered it. Miss that notice and you lose every remedy, not just some of them.7Legal Information Institute. UCC 2-607 – Effect of Acceptance; Notice of Breach This single requirement trips up more buyers than any other rule in shortage disputes.
The Seller’s Right To Cure
A shortage does not automatically kill the deal. Under UCC § 2-508, the seller gets a chance to make the delivery right in two situations.8Legal Information Institute. UCC 2-508 – Cure by Seller of Improper Tender or Delivery; Replacement First, if the contract deadline has not passed, the seller can notify you and ship the balance within the time the contract allows. Second, if the deadline has passed but the seller had reasonable grounds to believe the short shipment would be acceptable, perhaps because you have accepted similar partial deliveries before without complaint, the seller gets additional reasonable time to deliver the balance.
“Reasonable time” is not a fixed number of days. It depends on how far the goods must travel, whether replacement stock exists, what the contract says, and how urgently you need the product. Sellers who acknowledge the shortage quickly and offer a credit memo or expedited reshipment are exercising this cure right. Refusing a good-faith cure attempt while the contract window is still open can backfire on a buyer who later sues.
Filing the Shortage Claim
Start with a written demand, either a letter or a submission through the seller’s or carrier’s claims portal. Identify the missing items, state their monetary value, and attach your supporting documentation: the bill of lading, the annotated delivery receipt, photos, and any scale tickets. Say plainly whether you want the missing goods shipped or a credit applied.
Timing works against delay. For carrier claims the nine-month minimum is your floor, and many contracts allow longer. For claims against sellers under the UCC there is no universal filing deadline, but the reasonable-time notification rule means every week that passes weakens your position. A claim filed close to the delivery date is hard to dispute; a claim filed months later invites the obvious question of whether the shortage really happened at delivery.
Concealed Shortages
Not every shortage is visible at the dock. Sometimes you discover missing items only after opening sealed cartons or breaking down pallets. Industry standards under the National Motor Freight Classification call for reporting concealed shortages within five business days of delivery. Report later and you will have to prove the goods did not go missing while in your possession, which means documenting the chain of custody from unloading through discovery. Hold the shipping container and its contents exactly as you found them until the carrier’s representative inspects.
If the Claim Is Not Resolved: UCC Damages
When the seller or carrier will not make things right voluntarily, the UCC offers several ways to recover losses. Which one fits depends on whether replacement goods are available and how unique the missing product is.
Cover
Under UCC § 2-712, you can buy substitute goods from another source in good faith and without unreasonable delay.9Legal Information Institute. UCC 2-712 – Cover; Buyer’s Procurement of Substitute Goods The original seller then owes you the difference between the cover price and the contract price, plus incidental and consequential damages, less any expenses you saved because of the breach. Cover is the most common remedy in shortage disputes because most commercial goods are available from alternative suppliers.
Market-Price Damages
If you choose not to cover or cannot find substitute goods, UCC § 2-713 gives you an alternative: the difference between the market price when you learned of the shortage and the contract price, with incidental and consequential damages added. The market price is measured at the place where delivery was due, or at the place of arrival if you rejected after the goods arrived.
Incidental and Consequential Damages
Beyond the price gap on the goods, UCC § 2-715 lets you recover the practical costs of handling the shortage: inspection, storage of rejected goods, and transportation incurred while finding replacements.10Legal Information Institute. UCC 2-715 – Buyer’s Incidental and Consequential Damages Consequential damages reach further and can cover losses such as lost profits from production downtime. Two limits apply. You can only recover consequential losses the seller had reason to anticipate when the contract was signed, and only those you could not reasonably have prevented by covering or taking other steps. A buyer who sat on a known shortage for weeks without looking for alternative supply will struggle to argue the resulting lost sales were unavoidable.
Specific Performance
For unique or genuinely irreplaceable goods, money may not make you whole. Under UCC § 2-716, a court can order the seller to actually deliver the missing goods when they are unique or when other proper circumstances justify it.11Legal Information Institute. UCC 2-716 – Buyer’s Right to Specific Performance or Replevin This remedy is rare for commodity goods but worth knowing about for custom-manufactured components, limited-edition products, or goods with no available substitute. The court has broad discretion to attach conditions to the order, including payment terms and supplemental damages.
Installment Contracts Work Differently
If your agreement calls for goods to arrive in multiple scheduled deliveries, the strict rule above loosens. Under UCC § 2-612, you can reject a particular installment only if the shortage substantially impairs the value of that delivery and the seller cannot cure it.12Legal Information Institute. UCC 2-612 – Installment Contract; Breach A minor shortfall on one truckload in a ten-shipment contract probably will not clear that bar. You can cancel the whole contract only if the cumulative shortages impair the value of the entire deal, and even then, accepting a short installment without promptly objecting can reinstate the contract and strip away your cancellation right.