Guide

Shipment discrepancy notice clauses, explained

A discrepancy notice clause gives a buyer a fixed number of days to report, in writing, any difference between what was ordered and what arrived. When the window closes, the shipment is deemed accepted as delivered. For a pallet of uniform goods that is routine. For a bulk closeout lot delivered over months, it is the term that decides who absorbs a mistake.

By The Retail Ledger · September 27, 2026

Why bulk buyers get caught

Three features of a closeout transaction collide with a short notice window. The buyer cannot see what it bought until the goods are processed, because the contents of a sealed carton are described by the seller’s own inventory list rather than observed. Delivery happens over weeks or months on many trucks, so there is no single date on which the shipment is complete. And the discrepancies that matter most in apparel are not missing cartons but composition: the proportion of sizes, styles and categories in the lot.

A clause drafted for the first kind of problem, visible damage and short counts, applies by its terms to the third kind, which cannot be seen on arrival. That mismatch is where the disputes come from.

Five terms worth negotiating

1. Start the clock at completion of processing, not at delivery

A bulk lot is not knowable at the dock. Tie the window to the date unit-level intake finishes, with a hard outside date so the seller is not exposed indefinitely.
2. Carve out latent assortment discrepancies

Damage and short counts are visible on arrival. Size and category composition is not. They should not share a deadline.
3. Agree a sampling protocol in advance

Without one, a seller can argue that anything short of a full count is not evidence. Fix the sample size and the documentation format in the contract.
4. Allow supplemental claims

A single aggregated report forces the buyer to choose between filing early and filing complete. A short supplement period removes that trap.
5. Keep a remedy alive

If refunds and returns are excluded, negotiate a credit mechanism for confirmed discrepancies. A notice obligation with no remedy attached is a reporting exercise, not a protection.

Sample clause

A starting point for negotiation, not legal advice. Have counsel adapt it to your agreement and jurisdiction.

DELIVERY DISCREPANCIES.

(a) Inspection period. Purchaser shall have sixty (60) days from the later of
    (i) delivery of the final shipment under a given purchase order, or
    (ii) completion of receiving and processing of that shipment, to identify
    and report Delivery Discrepancies.

(b) Latent assortment discrepancies. Where a discrepancy concerns the size,
    style, or category composition of the goods and could not reasonably have
    been identified by visual inspection at receipt, the period in (a) runs
    from the date Purchaser completes unit-level intake of the shipment.

(c) Sampling. A statistically valid sample of not less than [X]% of received
    units, documented by SKU and size, shall constitute sufficient evidence of
    an assortment-wide discrepancy for purposes of notice under this Section.

(d) Supplemental claims. Purchaser may supplement a timely-filed discrepancy
    report for a period of thirty (30) days following its submission.

(e) Remedy. For confirmed Delivery Discrepancies, Seller shall, at Purchaser's
    election, issue a credit equal to the invoiced value of the non-conforming
    units or accept their return at Seller's expense.

Questions

What is a shipment discrepancy notice clause?

It is a contract term that requires a buyer to report any difference between what was ordered and what arrived, in writing, within a fixed number of days of delivery. After that window closes, the shipment is treated as accepted as delivered.

How long is a typical window?

In apparel supply agreements the common range is 15 to 60 days from receipt. Thirty days is the most frequent single figure. Shorter windows are normal for small, uniform shipments; longer windows are normal for bulk closeout lots that need processing before the contents are known.

What does "single aggregated report" mean?

It means the buyer gets one filing, not a running series of claims. Every discrepancy across the entire shipment must be identified and submitted together, so a buyer who reports early and finds more later may be barred from adding to the claim.

Why does a no refunds, no returns provision matter alongside it?

Because it removes the fallback. If the notice window closes and the contract also excludes refunds and returns, there is no contractual remedy left for what was delivered, whatever it turns out to contain.

A 45 day version of this clause, combined with a no refunds provision, is at the center of Gap Inc. v. SVES GO. This guide is general and is not a description of that agreement.