Picture this, a buyer comes to a company and lays out a specification of he or she wants, within that specification the buyer notes that they are withholding the last payment unless he or she has seen the product and has been granted reasonable accommodations to see, touch and check off the product meets specs.

Can this senario be legally binding and what are the appropriate steps and applications must be taken for this to be in effect when it comes to online purchases or when the customer is remote and speaking to an agent.

  • Airbus and Boeing use precisely this approach in their sales contracts - a deposit on signing of the contract, progress payments for each milestone of assembly the airframe undergoes, and a final inspection and customer acceptance flight, only after which is the balance paid to the manufacturer.
    – user28517
    Dec 18, 2019 at 0:26

2 Answers 2


As a buyer, you can write anything you want (aside from anything illegal) into a contract, i.e. to withhold the last payment on a item until you check off the final product specs, but that won't make a difference unless the manufacturer agrees to the contract.

A contract that is agreed to (written and agreed to (typically signed), or verbal and verbally agreed to) is legally binding; a contract not agreed to is little more than a wishlist.

If this involves, as you say, online purchases or when the customer is remote and working through an agent, a contract can still legally binding, but the contract may be more complex. You may need to draft more stipulations into the contract with all involved, (agent and manufacturer); but again, those mean nothing if the contract is not agreed to.

See Contracts - Legal Information Institute for an outline of the steps of making a contract:

An agreement between private parties creating mutual obligations enforceable by law. The basic elements required for the agreement to be a legally enforceable contract are: mutual assent, expressed by a valid offer and acceptance; adequate consideration; capacity; and legality.

The enforcement of breaking a contract is a completely different situation. You may draft arbitration arbitration (Legal Information Institute) into the contract; or may go to civil court.


Such clauses are routine

In building and construction contracts they are so routine they have a special name: retention.

  • But, only if they are actually a part of the contract. If the contract doesn't provide for this right, then the contract terms or if the contract is silent, default rules of law, kick in.
    – ohwilleke
    Dec 19, 2019 at 4:39

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