Delhi HC Upholds Arbitration Award on “Sound Condition” Clause Superseding “As Is Where Is” Term

The Delhi High Court, in an arbitration appeal, upheld an award in which a later acceptance letter stating that goods would be transacted in “sound condition” replaced an earlier “as is where is” term in the tender.

The dispute involved a tender for lifting 100 metric tons of Canadian-origin red lentils. While the tender specified an “as is where is” basis, the acceptance letter clarified that only cargo in sound and good condition would be accepted.

The court agreed that the latter understanding superseded the prior agreement, thereby validating the buyer’s right to reject mixed or damaged consignment.