[Direct answer]In the Beijing area, if the supplier fails to deliver the goods on time, the buyer may first issue a written notice to the supplier demanding delivery within a reasonable time limit. If the supplier still fails to deliver the goods after the expiration of the reasonable time limit, the buyer may terminate the contract and purchase the goods from a third party on its own. The difference in price between the purchase price and the contract price, plus other losses, shall be borne by the defaulting party. If the situation is urgent and there is no time to issue a notice (such as a production line running out of materials or an imminent breach of contract), the buyer may purchase the goods on its own to prevent the expansion of losses. This is also protected by the mitigation rules—purchasing on one's own is not a breach of contract, but a "loss-limiting action" encouraged by law. If the price difference can be clearly accounted for, the losses can be transferred to the defaulting party.

I. Problem Background and Typical Scenarios

The equipment agreed to be delivered at the end of the month was delayed by half a month, and the downstream customer's claim letter has arrived. Should we wait or not? Who will pay if we buy it ourselves at a higher price? —— Alternative procurement after a supply delay is the most common loss-prevention option in supply chain disputes, but it's also the most likely to result in misunderstandings and disputes.

II. Key points of dispute

First, the connection between the deadline for urging and the termination. Second, the calculation of the price difference of substitute procurement. Third, advance procurement in emergency situations. Fourth, the division of responsibility for the expansion of losses.

III. Professional analysis by Henglue Law Firm

The first layer is the three-step process of the program: 1. **Warning**: Send a written notice to the supplier with a reasonable deadline for delivery (giving the other party a final opportunity to fulfill the contract). 2. **Termination**: If the supplier fails to deliver within the reasonable deadline, issue a termination notice in accordance with the contract or statutory termination rights, and the contract will be terminated upon receipt of the notice. 3. **Purchasing**: After termination, the buyer procures from a third party, keeping full records of the purchase contract, invoices, and delivery certificates. If the buyer skips the warning step and procures directly, the contract remains in effect and the supplier may still supply. In this case, the parties may engage in "parallel contractual relationships"—delivering goods but failing to accept them would create legal complications. This structured process ensures clear contractual rights. The second layer concerns calculating the price difference: - Subtract the original contract price from the replacement purchase price and multiply by the quantity to determine the claimable price difference. - During periods of market surges, price differences can reach hundreds of thousands of yuan, making this claim the core of disputes. - Other recoverable losses include production losses due to work stoppages (supported by production records and payroll records) and breach of contract damages to downstream customers (for actual payments with causal links). - The key to proving the "reasonableness" of the replacement purchase lies in three aspects: - Consistency with market prices (price comparison records); - Correspondence with the original contract quantity; - Timeliness within a reasonable post-termination period. - If all three criteria are met, the price difference claim will proceed. The third layer addresses emergency procurement: - In urgent situations where delayed warnings (e.g., production shutdown due to material shortages, imminent seasonal orders) threaten losses, direct procurement is legally protected under the mitigation rule. - The breaching party must bear reasonable costs to prevent losses from escalating. - However, "urgency" must be substantiated: production dependence, market price levels at the time, and time constraints for procurement decisions. - Retrospectively collecting a complete evidence chain is crucial to legal protection of "acting first and seeking approval later". The fourth layer delineates expanded losses: - The breaching party’s liability ends at foreseeable damages; - The breached party bears expanded losses due to negligent inaction (e.g., refusing replacement procurement after knowing the supplier would not deliver or claiming "excessive procurement costs"). - Courts will deduct "avoidable losses" from claims; - Conversely, the breached party’s claim of "excessive procurement costs" can be countered with price comparison records and market data. - Supply chain disputes ultimately involve balancing "damage mitigation obligations and compensation scope," with both parties’ actions measured against this framework.

IV. Practical suggestions and legal basis

The first step is to send a written notice to the supplier to deliver the goods within the time limit and document the delivery process; the second step is to terminate the contract after the deadline and initiate alternative procurement, keeping full records throughout the process; the third step is to calculate the losses according to the categories of price difference, production suspension, and downstream claims; the fourth step is to simultaneously strengthen the evidence of urgency while making emergency purchases in urgent situations. The main legal basis: Articles 563, 577, and 583 of the Civil Code of the People's Republic of China, Article 591 of the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the General Provisions of the Contract Chapter of the Civil Code; the specific application shall be subject to the currently effective provisions.

5. Henglu Law Firm's Reminder

Three key points of alternative procurement: first, send a notice of default, then terminate the contract, and finally proceed with procurement—a three-step process without any disruption; second, calculate compensation separately for price differences and discontinued production; third, keep price comparison records as crucial evidence; and fourth, ensure protection for emergency procurement, with evidence of urgency to be provided afterward. For claims involving losses due to late deliveries, refer to the following channels for resolution:Business and contract disputes in enterprisesThe service obtains a comprehensive solution, which involves the execution and recovery of compensation payments, which can be combined with other services.Creditor's rights and debts, and enforcementFor reference, you can check the price risks involved in large-scale procurement of plates\nFinancial capital and cross-border transactions involving foreign entities.For any questions regarding difficult situations, please feel free to consult us.Special servicesTeam.

VI. Frequently Asked Questions

Q1: Can we proceed with the purchase directly without waiting for the reminder?

In an emergency, to prevent the loss from escalating, procurement can be carried out first, but the urgency of the situation must be supported by evidence. In non-emergency situations, it is recommended to first send a reminder, then terminate the contract, and finally proceed with procurement.

Q2: Who will bear the cost of the price difference if the purchase price is too high?

The difference between the alternative purchase price and the original contract price shall be borne by the party in breach, provided that the purchase price, quantity, and timing are reasonable.

Q3: Can I claim the losses from the production suspension together with the other losses?

Yes. The shutdown losses supported by production records and payroll vouchers can be claimed, within a foreseeable range.

Q4: If the other party says they'll just restock the inventory, can the contract still be terminated?

If the other party still fails to perform its obligations after the expiration of the reasonable period of notice, the right of rescission shall take effect; and if the other party makes an oral promise that is invalid or fails to deliver the goods, the right of rescission shall not be affected.

Q5: Is it possible to first make a purchase and then terminate the contract?

There is a risk of having two parallel tracks, and the ownership of the goods after their arrival may be unclear. The correct approach is to first terminate the contract and then proceed with the procurement.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence, to avoid missing the statutory time limits. →Business and commercial legal services·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and open adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.