Sale of goods (Cap. 31) – Click to download
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Short title
This Act may be cited as the Sale of Goods Act. |
2. |
Interpretation
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3. |
Sale and agreement to sell
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4. |
Capacity to buy and sell
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5. |
Contract of sale, how made
Subject to the provisions of this Act and of any Act in that behalf, a contract of sale may be made in writing (either with or without seal) or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties: Provided that nothing in this section shall affect the law relating to corporations. |
6. |
Contract of sale for ten pounds or more to be in writing
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7. |
Existing or future goods
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8. |
Sale of perished goods
Where there is a contract for the sale of specific goods, and the goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void. |
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Goods perished after agreement to sell
Where there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is thereby avoided. |
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Ascertainment of price
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11. |
Agreement to sell at valuation
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12. |
Stipulations as to time
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When condition to be treated as warranty
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14. |
Condition and warranties implied in contracts of sale
In a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is—
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15. |
Conditions implied by description
Where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and, if the sale is by sample as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description. |
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No implied warranty as to fitness, except in certain cases
Subject to the provisions of this Act and of any Act in that behalf, there is no implied warranty or condition as to the quality or fitness for any particular purpose of goods supplied under a contract of sale, except as follows—
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17. |
Sale by sample
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18. |
Property in unascertained goods
Where there is a contract for the sale of unascertained goods, no property in the goods is transferred to the buyer unless and until the goods are ascertained. |
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Property in specific or ascertained goods passes when intended to pass
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20. |
Rules for ascertaining intention as to time when property passes
Unless a different intention appears, the following rules apply for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer—
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21. |
Reservation by seller of right of disposal
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22. |
Risk prima facie passes with property
Unless otherwise agreed, the goods remain at the seller’s risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer the goods are at the buyer’s risk whether delivery has been made or not: Provided that—
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23. |
Sale by person not the owner
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24. |
Sale under voidable title
When the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith and without notice of the seller’s defect of title. |
25. |
Revesting of property in stolen goods on conviction of offender
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26. |
Resale of goods in certain cases
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27. |
Effect of writs of execution
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28. |
Duties of seller and buyer
It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale. |
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Payment and delivery concurrent conditions
Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions, that is to say, the seller must be ready and willing to give possession of the goods to the buyer in exchange for the price, and the buyer must be ready and willing to pay the price in exchange for possession of the goods. |
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Rules as to delivery
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31. |
Delivery of wrong quantity or description
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32. |
Delivery by instalments
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33. |
Delivery to carrier as buyer’s agent
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34. |
Risk where goods delivered elsewhere than at place of sale
Where the seller of goods agrees to deliver them at his own risk at a place other than that where they are when sold, the buyer must nevertheless, unless otherwise agreed, take any risk of deterioration in the goods necessarily incident to the course of transit. |
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Buyer’s right of examining the goods
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36. |
Acceptance
The buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them or when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them. |
37. |
Buyer is not bound to return rejected goods
Unless otherwise agreed, where goods are delivered to the buyer, and he refuses to accept them, having the right so to do, he is not bound to return them to the seller, but it is sufficient if he intimates to the seller that he refuses to accept them. |
38. |
Liability of buyer for neglecting or refusing delivery of goods
When the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not within a reasonable time after the request take delivery of the goods, he is liable to the seller for any loss occasioned by his neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods: Provided that nothing in this section shall affect the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract. |
39. |
Unpaid seller defined
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40. |
Rights of unpaid seller
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41. |
Seller’s lien
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42. |
Lien after part delivery
Where an unpaid seller has made part delivery of the goods, he may exercise his right of lien or retention on the remainder unless the part delivery has been made under such circumstances as to show an agreement to waive the lien or right of retention. |
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Termination of lien
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44. |
Right of stoppage in transitu
Subject to the provisions of this Act, when the buyer of goods becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping them in transitu, that is to say, he may resume possession of the goods as long as they are in course of transit, and may retain them until payment or tender of the price. |
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Duration of transit
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46. |
Mode of stoppage in transitu
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Effect of subsale or pledge by buyer
Subject to the provisions of this Act, the unpaid seller’s right of lien or retention or stoppage in transitu is not affected by any sale or other disposition of the goods which the buyer may have made, unless the seller has assented thereto: Provided that where a document of title to goods has been lawfully transferred to any person as buyer or owner of the goods, and that person transfers the document to a person who takes the document in good faith and for valuable consideration, then, if the last-mentioned transfer was by way of sale, the unpaid seller’s right of lien or retention or stoppage in transitu is defeated, and, if the last-mentioned transfer was by way of pledge or other disposition for value, the unpaid seller’s right of lien or retention or stoppage in transitu can only be exercised subject to the rights of the transferee. |
48. |
Effect on sale of exercise of lien or stoppage in transitu
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49. |
Action for price
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50. |
Action for non-acceptance
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51. |
Action for non-delivery
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52. |
Right to specific performance
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53. |
Remedy for breach of warranty
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54. |
Interest and special damages
Nothing in this Act shall affect the right of the buyer or the seller to recover interest or special damages in any case where by law interest or special damages may be recoverable, or to recover money paid where the consideration for the payment of it has failed. |
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Variation, etc., of implied rights
Where any right, duty or liability would arise under a contract of sale by implication of law, it may be negatived or varied by express agreement or by the course of dealing between the parties, or by usage, if the usage be such as to bind both parties to the contract. |
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Reasonable time
Where, by this Act, any reference is made to a reasonable time, the question what is reasonable time is a question of fact. |
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Rights, etc., enforceable by action
Where any right, duty or liability is declared by this Act, it may, unless otherwise provided by this Act, be enforced by action. |
58. |
Auction sales
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59. |
Savings
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