Shipment Contracts Are Presumed
In Windows, Inc. v. Jordan Panel Systems Corp., 177 F.3d 114 (2nd Cir. 1999), the Second Circuit Court of Appeals ruled that:
Where the terms of an agreement are ambiguous, there is a strong presumption under the U.C.C. favoring shipment contracts. Unless the parties expressly specify that the contract requires the seller to deliver to a particular destination, the contract is generally construed as one for shipment. 3A Ronald A. Anderson Uniform Commercial Code §§ 2-503:24, 2-503:26; see also Dana Debs, Inc. v. Lady Rose Stores, Inc., 65 Misc.2d 697, 319 N.Y.S.2d 111, 112 (N.Y.City Civ.Ct.1970) (no destination contract absent explicit written understanding that goods will be delivered to buyer at a particular destination).
Indeed, New York Jurisprudence, at § 113, confirms that:
Under the Code, the "shipment" contract is regarded as the normal one, while the "destination" contract is regarded as the variant type, and the seller is not obligated to deliver at a named destination and bear the concurrent risk of loss until arrival, unless he has specifically agreed to so deliver, or the commercial understanding of the terms used by the parties contemplates such delivery.