It is uncommon for the Swedish Supreme Court (HD) to adjudicate matters related to sales law. A recent decision addresses the buyer’s obligation to examine the goods and notify the seller of any lack of conformity within a reasonable time. While the outcome was predictable to experts familiar with sales law, the ruling serves as a clear reminder to businesses of the need for proactive handling of incoming deliveries in order to preserve their right to rely on remedies.
The case involved a Norwegian reseller who purchased planed timber from a Swedish sawmill. The timber was delivered directly to a subcontractor for lacquering and then passed along the sales chain to a final customer. The end customer discovered that the timber had defects, including planing damages and knots—non-conformities that would have been easily detected through a simple visual inspection during the lacquering stage. The end customer notified their seller, who in turn gave notice to the Norwegian reseller. The reseller subsequently gave notice to the sawmill on the same day. However, by that time, more than two weeks had passed since the delivery to the subcontractor.
The Supreme Court held that the goods were of a kind typically dealt with by the reseller in the course of its business, and that the non-conformities were of a nature that should have been discovered upon examination. Accordingly, the Court found that the notice of non-conformity was not given within a reasonable time after the defects ought to have been discovered, and the reseller had therefore lost its right to rely on the lack of conformity.
This ruling underscores that the time available under both the Swedish Sale of Goods Act and the United Nations Convention on Contracts for the International Sale of Goods (CISG) to examine goods and notify the seller of any non-conformity is often significantly shorter than commonly assumed. Both legal frameworks require the buyer to examine the goods promptly and to give notice of any lack of conformity within a reasonable time.
Businesses that receive goods should therefore establish internal routines and processes to ensure prompt and adequate examination upon delivery in order to preserve their remedies under applicable sales law. If the buyer does not take delivery of the goods itself, but relies on third parties in the logistics chain, the buyer must ensure—through clear contractual arrangements—that examination is carried out in accordance with the requirements of applicable law, or structure the contract differently than the default rules under the CISG or national law would otherwise provide.
