Quick answer: Not automatically. Check the contract’s delivery, cure, notice, force-majeure, termination and dispute provisions, and get advice before ending a relationship where the consequences are material.
Stabilise people, customers and essential operations
Identify stock on hand, orders in transit, production dependencies, customer commitments and safety-critical goods. Use only qualified substitutes and meet regulatory, quality and traceability requirements. Give customers accurate operational updates without making admissions or promises you cannot meet.
Read the contract and build a timeline
Check delivery obligations, acceptance, quality, notice, cure periods, force majeure, substitution, price adjustment, termination, limitation of liability and dispute clauses. Save purchase orders, delivery records, messages, inspection reports, invoices and prior performance. Make a dated timeline and record what remains disputed.
Send a clear notice through the required channel
State the order and obligation, missed delivery or defect, evidence, impact, action required and deadline under the contract. Use the notice address and method specified. Preserve delivery confirmation. Avoid an angry message that obscures the factual position.
Use a controlled continuity plan
Identify alternate suppliers, lead times, specification equivalence, price, transport, regulatory checks and authority to commit emergency spend. Record why the alternative is reasonable and what mitigation steps are taken. Separate mitigation cost from unrelated business loss.
Decide whether to suspend or terminate
Before withholding payment, rejecting goods, sourcing elsewhere or terminating, check whether the contract permits it and what notice is required. Consider whether the conduct could itself be a breach. If the supplier’s failure affects a major project or essential service, obtain advice on interim steps and available remedies.
Preserve the loss evidence
Keep original records of extra costs, customer refunds, idle labour or plant, substitute supply and mitigation. Link each item to the breach and avoid double counting. Maintain a separate ledger while continuing good-faith efforts to reduce avoidable loss.
Questions people ask
Can I immediately terminate a supplier contract after a missed delivery?
Not automatically. Check the contract’s delivery, cure, notice, force-majeure, termination and dispute provisions, and get advice before ending a relationship where the consequences are material.
Can I buy replacement goods and charge the supplier the difference?
That depends on the contract, breach, mitigation, causation and proof of loss. Preserve reasonable market quotations and replacement costs, and avoid assuming every additional expense is recoverable.
What should I do first when a critical supplier stops responding?
Protect safety and continuity, preserve the contract and communications, identify stock and customer exposure, send a contract-compliant notice, and create an authorised contingency plan.
Official sources and scope
For the current rule and any forms or rates, check the official sources: Sale of Goods Act · Kenya Law · Competition Authority of Kenya. This guide is general information, not advice on a particular transaction or dispute. Laws, regulations and administrative requirements can change; check the position that applies to your facts before acting.
Related guidance
CS Advocates LLP commercial contracts practice. Related reading: Contract clauses that prevent disputes · Preserving evidence before a commercial claim · Small Claims Court in Kenya.
This is general information, not legal advice on a particular matter, and does not create an advocate-client relationship. For advice on your specific situation, contact CS Advocates LLP for a confidential, conflict-checked consultation.