No refund, no return provisions

Closeout sellers are disposing of merchandise precisely because they do not want to handle it again. A returns process would reintroduce the cost they were trying to shed: receiving, sorting, restocking and re-disposing of the same units. The clause also prices the deal: goods sold as-is with no returns are cheaper than goods sold with recourse, and both sides know it.

In that form the clause is a legitimate allocation of risk. The buyer pays less and accepts that it will live with what it bought.

A notice window and a no-returns clause do different jobs. The window defines how long the buyer has to say something is wrong. The no-returns clause defines what happens if the buyer says nothing. Together they create a single point of failure: miss the window and there is no remedy at all, whatever the shipment turns out to contain.

For small uniform shipments that is manageable, because the buyer can see what arrived. For a multi-million unit lot delivered over months, it means the contractual escape route can close before the facts are known. That is the structure at issue in Gap Inc. v. SVES GO, where a 45 day aggregated notice requirement sat immediately before a no-refunds provision.

Sellers rarely give up the clause, and asking them to is usually a waste of leverage. The productive asks are narrower: a credit mechanism rather than a physical return for confirmed discrepancies; a carve-out for composition discrepancies that could not be seen on arrival; and a notice window measured from completion of intake. Each preserves the seller's operational objection while leaving the buyer a remedy.

Drafting for all three is set out in the discrepancy clause guide.