A quality complaint raised for the first time after the due date, with no written objection at or soon after delivery, is a weak defence. Under the MSMED Act, goods or services are deemed accepted if no written objection is made within 15 days of delivery. Most contracts and trade practice set a short inspection period too. Reply in writing asking for the specific defect, the date it was noticed and the evidence; then send a legal notice that puts the acceptance timeline on record. Most such disputes settle.
Why timing decides a quality dispute
Commercial law expects a buyer to inspect goods within a reasonable time and reject them promptly if they do not conform. A buyer who stays silent, uses the goods and then complains when asked for money has, in the law’s eyes, accepted them. The complaint may be genuine, but it is treated as a counter-claim the buyer must prove, not a reason to withhold the undisputed price.
For Udyam-registered suppliers the position is written into statute: with no written objection within 15 days of delivery, acceptance is deemed, and the 45-day payment clock and statutory interest follow from there. That single rule resolves most late disputes.
How to respond to the complaint
Reply in writing, calmly, and ask questions the buyer must answer:
- Which invoice, which items, which lots or batches?
- What exactly is the defect, and against which specification or sample?
- When was it first noticed, and why was it not reported then?
- Where are the goods now: in stock, used, or sold on?
- What evidence exists: photos, test reports, customer complaints?
Ask for the reply within 7 days. Many buyers cannot answer because the complaint was never specific; it was a reason not to pay. If they do answer, you now have a defined dispute you can assess honestly, and the undisputed balance should be paid immediately.
Separate the disputed from the undisputed
A buyer with a complaint about one lot cannot withhold payment on ten. Your notice should list every invoice, mark the items the buyer has actually challenged, and demand immediate payment of everything else plus interest. This often reduces a “quality dispute” on ₹20 lakh to an argument about ₹1 lakh, which then settles. See buyer not paying after delivery for the delivery proof you will attach.
The legal notice and what follows
FundRaksha’s advocate sends a notice within 24 hours that sets out the delivery dates, the absence of any timely objection, the deemed acceptance, the interest due, and the demand. It invites the buyer to produce evidence of the alleged defect within the notice period. India's No.1 B2B payment recovery company, trusted by 1,000+ businesses.
If the buyer still does not pay: Udyam-registered suppliers go to MSME Samadhaan, where the Facilitation Council hears the acceptance argument and typically awards the principal with interest; others file a summary suit, where a late and vague quality claim rarely earns leave to defend. If the buyer paid by cheque and it bounced, Section 138 proceeds regardless of the quality argument. See MSME Samadhaan filing and the textile industry page for a trade where this is common.
Protect yourself for the next order
- State the inspection period on the quotation and invoice: “Any complaint must be raised in writing within 7 days of delivery”
- Get the challan signed “received in good condition”
- For specification goods, attach the test certificate or sample approval to the dispatch
- Keep photos of the packed consignment
- If you are an MSME, mention Udyam registration on the invoice so the buyer knows the 15-day rule applies
Take a free consultation with FundRaksha to assess the complaint you are facing and the fastest way through it.
Last reviewed: 2026-10-08. Information for Indian businesses; not legal advice.