Commercial deadlines are supposed to create certainty. In this transaction, certainty belonged almost entirely to the seller. A May 2022 amendment required SVES to report any delivery discrepancy in a single written notice within 45 calendar days of receiving a shipment. The same agreement stated that Gap would not accept returns or issue refunds.
A clause written against the clock
On paper, 45 days sounds like time to inspect a delivery. Applied to more than 300 truckloads and 11.2 million garments, it becomes something else. The earliest windows could expire while the broader shipment continued to arrive. The very process required to discover the size mix could outlast the remedy.
The deadline began at receipt. The discrepancy became visible only after months of manual processing.
Who controlled the information
- Gap generated the ATS lists used to build the purchase orders.
- Gap controlled the distribution-center records describing what left its facilities.
- SVES learned the physical composition only after unloading and opening the cartons.
- SVES carried the 45-day reporting burden and the no-return consequence.
A deadline became a transfer of risk
The clause moved the cost of any mismatch away from the company with the complete digital record and toward the company forced to reconstruct the shipment physically. That structure was not neutral in operation. It made the buyer responsible for discovering, measuring and reporting a seller-data problem before the buyer could reasonably finish seeing it.
The contract gave Gap a closing date. The warehouses gave SVES an accumulating reality. When those timelines collided, the deadline won and the merchandise remained.
