The bill of lading is signed. Your product is sitting in their warehouse, or already broken down and sold, or bolted into something on their production floor. Net 30 came and went. Net 60 came and went. Your emails get read and not answered, the buyer who signed the PO “is no longer with the company,” and accounts payable goes to voicemail at 9:40 on a Tuesday. You already paid for the raw material, the freight, and the labor that built the thing they are holding.
Somebody has probably told you to just go get your product back.
Here is the short answer: you almost certainly cannot. Texas Article 2 does give an unpaid seller a right to reclaim delivered goods — but only where the buyer received them on credit while insolvent, and only on demand made within ten days after the receipt (Tex. Bus. & Com. Code § 2.702(b)). Miss the ten days, or fail the insolvency condition, and what you have is a money case rather than a merchandise case: the price under § 2.709, or resale damages under § 2.706. The remedies that touch the goods are the narrowest and fastest-expiring in the chapter, and the clock started when the pallets came off the truck.
The seller’s remedies, on a clock
Article 2 gives you not one remedy but a stack of them, each with its own trigger and its own expiration.
| Remedy | What triggers it | The clock |
|---|---|---|
| Refuse delivery except for cash — § 2.702(a) | Discovering the buyer to be insolvent, goods not yet out | While the goods are undelivered |
| Stop delivery in transit — § 2.705 | Discovering insolvency; or repudiation, a missed payment due before delivery, or another right to withhold or reclaim — then only carload, truckload, planeload, or larger shipments of express or freight | Ends on receipt by the buyer, on the acknowledgments described in § 2.705(b), or on negotiation of a negotiable document of title to the buyer |
| Reclamation — § 2.702(b) | Goods received on credit while insolvent | Demand within ten days after the receipt, unless a written misrepresentation of solvency was made to you within three months before delivery |
| Withhold delivery; cancel — § 2.703(1), (6) | Wrongful rejection, revocation of acceptance, failure to make a payment due on or before delivery, or repudiation | No fixed statutory deadline |
| Resell and recover damages — § 2.706 | The § 2.703 conditions, as to the goods concerned or the undelivered balance | No fixed deadline, but the sale must be commercially reasonable; a private resale requires reasonable notification |
| Action for the price — § 2.709 | Failure to pay the price as it becomes due on goods accepted | Suit within four years of accrual (§ 2.725) |
Read down the clock column. The remedies aimed at the product expire on delivery or ten days after it. The rest are money claims you can still work months later.
Self-help is not one of your remedies
The instinct here is to send a truck and take the goods back. Article 2 does not provide that. Section 2.702(b) creates a right to reclaim upon demand — something you make, and if refused, something you press. It is not a license to enter someone’s property and load a trailer.
Self-help does exist in the Texas UCC, but it lives in Article 9 and belongs to a secured party. Section 9.609 says a secured party may, after default, take possession of the collateral pursuant to judicial process or without judicial process “if it proceeds without breach of the peace.” That presupposes a security interest you actually took. An open-account seller on net-30 terms does not have one, and acting as though you do converts a clean receivable into a dispute about your own conduct.
Two further limits catch sellers who do move fast. Section 2.702(c) makes the reclamation right subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor — so if your distributor already resold your product, or a lender’s lien has attached, your claim yields to theirs. The same subsection provides that successful reclamation excludes all other remedies with respect to those goods. It is the merchandise or the money claim, not both.
What “insolvent” means here
Reclamation and the first branch of stoppage both turn on a defined term, and it is broader than most people assume. Section 1.201(b)(23) says insolvent means (A) having generally ceased to pay debts in the ordinary course of business other than as a result of a bona fide dispute, (B) being unable to pay debts as they become due, or (C) being insolvent within the meaning of the federal bankruptcy law.
Note the carve-out in clause (A). A customer that is not paying you because it genuinely disagrees about quality, quantity, or scope is not insolvent on that basis. A customer that has gone quiet with your competitors, is on COD with its own carrier, and is stretching everyone at once is the fact pattern clause (B) is written for.
Where the ten days starts
This is where good files die. The ten days in § 2.702(b) runs from the receipt, and § 2.103(a)(3) defines receipt of goods as taking physical possession of them. Not the invoice date. Not the ship date. Not the day payment was due, and not the day you learned the buyer was in trouble.
On a standing delivery route, the window can be most of the way closed before anyone in credit looks at the account. If you get a signal that a customer is failing — a returned ACH, a sudden request to extend terms, a rumor from a rep — pull the delivery dates on everything that shipped in the last two weeks first.
The three-month misrepresentation exception
There is one escape from the ten days, and it is narrow: if misrepresentation of solvency “has been made to the particular seller in writing within three months before delivery,” the ten-day limitation does not apply (§ 2.702(b)). Every word is load-bearing. It must concern solvency, it must be in writing, it must have been made to you rather than to the market generally, and it must fall inside three months before the delivery in question.
In practice that writing would be a credit application, an updated financial statement, or an emailed representation about the state of the account — the argument for refreshing credit files on major accounts, since a form signed four years ago sits outside the window. Manufacturers and wholesale distributors with that discipline have more to work with. The exception lifts the ten-day limit only; § 2.702(c) still applies. And except as stated in that subsection, § 2.702(b) bars a seller from basing a right to reclaim on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.
If the goods have not landed yet
Stoppage in transit is the underused remedy, and its scope is narrower than the phrase suggests. Section 2.705(a) lets you stop delivery of goods in the possession of a carrier or other bailee when you discover the buyer to be insolvent. On the other grounds — repudiation, a payment due before delivery that was not made, or any other right to withhold or reclaim — the statute permits stoppage only of “carload, truckload, planeload or larger shipments of express or freight.” A single pallet moving LTL on a missed-payment theory is not within that sentence.
Mechanically, § 2.705(c) requires you to notify the bailee so as to enable it, by reasonable diligence, to prevent delivery. The bailee must then hold and deliver the goods according to your directions, and you are liable to it for any ensuing charges or damages. If a negotiable document of title has been issued, the bailee need not obey a stop notification until surrender of possession or control of that document; a carrier that issued a non-negotiable bill of lading need not obey a notification from anyone but the consignor. So: if you are the consignor, call the carrier and follow the call with written notice the same hour.
Once they have accepted, it is a money case
Once the goods are accepted and the ten days have run, the merchandise questions are closed. That is not a dead end, only a different remedy. Section 2.709(a)(1) lets a seller recover the price of goods accepted, together with incidental damages, when the buyer fails to pay the price as it becomes due. That is the ordinary path for an unpaid invoice on delivered product, and it does not require proving anything about the buyer’s solvency.
Two features matter. Under § 2.709(b), a seller suing for the price must hold for the buyer any goods identified to the contract and still in its control, though if resale becomes possible it may resell before collection of the judgment and credit the net proceeds. Under § 2.709(c), where the buyer has wrongfully rejected, revoked acceptance, failed to make a payment due, or repudiated, a seller held not entitled to the price is nevertheless awarded non-acceptance damages under § 2.708.
For goods still in your hands, § 2.706 is the workhorse: a resale made in good faith and in a commercially reasonable manner supports a claim for the difference between resale price and contract price, plus incidental damages, less expenses saved. Two conditions do the work — every aspect of the sale, including method, manner, time, place, and terms, must be commercially reasonable, and a private resale requires reasonable notification to the buyer of your intention to resell.
Two clocks past the ten days
If the buyer files bankruptcy, change tools. Reclamation is then governed by 11 U.S.C. § 546(c)(1), which requires a written demand and runs on its own 45-day and 20-day schedules, and the automatic stay changes what you may do about the account at all — see the creditor deadlines that apply once a customer files.
The outside clock on the money claim is four years. Section 2.725(a) requires an action for breach of any contract for sale to be commenced within four years after the cause of action has accrued, and subsection (b) provides that it accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge. By the original agreement the parties may reduce that to not less than one year but may not extend it — worth checking in your customer’s purchase-order terms, and in how limitations periods differ by state when the buyer is outside Texas.
What to do this week
- Pull the delivery dates. Physical receipt, per shipment. If anything landed within ten days, that account goes to the top of the pile today.
- Decide whether you can support insolvency under § 1.201(b)(23) — not just “slow pay,” and not a bona fide dispute.
- If the window is open, make the demand in writing and date it. Identify the goods, the contract, and the delivery. The Texas text says only “demand,” but the proof problem and the federal rule both argue for paper.
- Check what is still in transit and whether § 2.705 reaches it, then notify the carrier immediately and in writing.
- If the window has closed, stop chasing goods and build the money file: the contract or credit agreement, purchase orders, signed bills of lading, invoices, and the account statement — the package described in the Texas rules that govern commercial collections.
The mistake that costs the most is not choosing the wrong section. It is spending the ten days deciding whether to make a phone call.
ASA works B2B collection and aged bad-debt files for manufacturers and distributors, including accounts where the goods are long gone and only the money question is left; the fee is agreed before you place anything. Where the facts turn on your contract terms, a security interest, or a bankruptcy filing, ask qualified counsel — better early than after a clock has closed.
General information for commercial creditors, not legal advice. Laws and deadlines change and depend on the facts — confirm specifics with qualified counsel.