Sale of Goods Act

This section states the Act’s short title: the Sale of Goods Act.

This section defines words and phrases used in the Act.

This section defines a contract of sale of goods, a sale, and an agreement to sell.

Capacity to buy and sell follows the general law on capacity to contract and to transfer and acquire property, but a minor or mentally impaired or drunken person who receives necessaries must pay a reasonable price.

A contract of sale may be made in writing, orally, partly in writing and partly orally, or implied from the parties’ conduct, subject to this Act and any other applicable written law.

A sale of goods worth ten pounds or more is not enforceable unless there is buyer acceptance and receipt, earnest or part payment, or a signed written note or memorandum.

A sale contract can cover existing goods or future goods, and a purported present sale of future goods operates as an agreement to sell.

A contract for the sale of specific goods is void if the goods had already perished when the contract was made and the seller did not know this.

If specific goods sold under an agreement perish without fault by either party before the risk passes to the buyer, the agreement is avoided.

If a sale contract does not set the price by the agreed methods, the buyer must pay a reasonable price.

If a sale depends on a third party’s valuation and that valuation is not made, the agreement is avoided. If the buyer has received and appropriated the goods, the buyer must pay a reasonable price. If the third party’s failure is caused by the fault of the seller or buyer, the non-fault party may sue for damages.

In a sale contract, payment timing is generally not treated as essential unless the contract shows a different intention.

The buyer may waive a seller’s condition, or treat its breach as a breach of warranty instead of repudiating the contract.

In a contract of sale, the seller is taken to promise a right to sell the goods, the buyer’s quiet possession, and freedom from undisclosed third-party charges, unless the contract shows a different intention.

A contract for the sale of goods by description implies that the goods must match the description.

By default, goods sold carry no implied warranty of quality or fitness for a particular purpose, except in stated cases.

A sale by sample includes a contract that says so, and it carries implied conditions about matching quality, comparing the bulk with the sample, and hidden defects.

In a sale of unascertained goods, ownership does not pass to the buyer until the goods are ascertained.

In a contract for the sale of specific or ascertained goods, ownership passes to the buyer when the parties intend it to pass.

This section sets default rules for when ownership in goods passes to the buyer under different sale-contract situations.

A seller may reserve the right to keep control of goods until stated conditions are met, and the buyer may have to return the bill of lading if a bill of exchange is not honoured.

The section says risk stays with the seller until ownership passes to the buyer, then risk passes to the buyer even if delivery has not happened.

If goods are sold by someone who is not the owner and lacks the owner’s authority or consent, the buyer gets no better title than the seller had, unless the owner’s conduct prevents denial of that authority.

A buyer acquires good title to goods sold under a voidable title if the buyer acts in good faith and without notice of the seller’s defect of title.

If stolen goods lead to a conviction, ownership in the goods revests in the owner or the owner’s personal representative. Goods obtained by fraud or other non-theft wrongful means do not revest just because the offender is convicted.

This section says that a later transfer of goods or title documents can be treated as valid in certain cases if the recipient acts in good faith and without notice of the prior sale or the original seller’s lien or other right.

A writ of execution binds the debtor’s goods when it is delivered to the sheriff, and the sheriff must endorse the time of receipt on the writ without fee.

The seller must deliver the goods, and the buyer must accept and pay for them, according to the contract of sale.

Unless otherwise agreed, delivery of the goods and payment of the price happen at the same time.

This section sets default rules for delivering goods under a sale contract, including who takes possession, where delivery happens, timing, third-party possession, reasonable hours, and who pays delivery-related expenses.

If goods are delivered in the wrong quantity or with the wrong description, the buyer may reject all or part of them; if the buyer accepts them, the buyer must pay the contract rate.

A buyer of goods is generally not required to accept delivery in instalments unless the parties agree otherwise.

If a seller must send goods to a buyer, delivery to the carrier is generally treated as delivery to the buyer, but the seller must make a reasonable carrier contract and, for certain sea-transit shipments, give notice so the buyer can insure the goods.

If goods are sold and the seller agrees to deliver them elsewhere at the seller’s risk, the buyer still bears deterioration risk during transit unless the parties agree otherwise.

The buyer can inspect delivered goods before acceptance is treated as final, and the seller must, on request, give a reasonable chance to inspect them unless the parties agreed otherwise.

The buyer is treated as having accepted the goods if he says he has accepted them, acts inconsistently with the seller’s ownership after delivery, or keeps them for a reasonable time without telling the seller he rejected them.

If rejected goods are delivered to the buyer, the buyer does not have to return them to the seller unless the parties agreed otherwise.

If the seller is ready to deliver and asks for delivery, the buyer must take the goods within a reasonable time or may be liable for resulting loss and reasonable care-and-custody charges.

A seller of goods is treated as an unpaid seller if the price has not been fully paid or tendered, or if conditional payment by negotiable instrument fails.

An unpaid seller has implied rights to keep goods for the price, stop goods in transit if the buyer is insolvent, resell the goods as limited by the Act, and withhold delivery in some cases.

An unpaid seller in possession of goods may keep them until the price is paid or tendered, in certain listed cases.

If an unpaid seller has made part delivery of the goods, the seller may keep a lien or retention right over the remaining goods unless the part delivery shows an agreement to waive that right.

An unpaid seller loses the lien or right of retention in the stated situations, but not just because they have obtained judgment or a decree for the price.

If the buyer becomes insolvent, an unpaid seller who no longer has the goods may stop them while they are still in transit.

This section explains when goods are treated as being in transit, and when transit ends or continues.

An unpaid seller may stop goods in transit by taking possession or giving notice of the claim; after notice, the carrier or bailee must redeliver the goods, and the seller bears the redelivery expenses.

An unpaid seller’s lien, retention, or stoppage in transitu is generally not defeated by the buyer’s resale or other disposition, unless the seller assents; special rules apply where a document of title is transferred in good faith for value.

An unpaid seller may resell goods in some cases, and the buyer may get good title against the original buyer.

A seller may sue the buyer for the price of goods in specified sale-of-goods situations.

If the buyer wrongly refuses to accept and pay for the goods, the seller may sue for damages.

If the seller wrongfully fails or refuses to deliver goods, the buyer may sue for damages for non-delivery.

In breach-of-contract cases involving specific or ascertained goods, the court may order specific performance if the plaintiff applies.

If the seller breaches a warranty, the buyer cannot reject the goods for that reason alone, but may reduce the price or sue for damages.

This section preserves the buyer’s or seller’s right to recover interest, special damages, or money paid when the consideration has failed.

A contract of sale can override or vary implied legal rights, duties, or liabilities if the parties agree, act consistently with that change, or follow a binding usage.

If this Act refers to a reasonable time, whether it is reasonable is decided as a question of fact.

Any right, duty, or liability declared by this Act may, unless the Act provides otherwise, be enforced by action.

This section sets rules for auction sales, including when a lot is treated as a separate contract, when a sale is complete, when bids can be withdrawn, and limits on seller bidding unless a right to bid is reserved.

Existing bankruptcy-related and common law rules continue to apply to contracts of sale and contracts for the sale of goods, except where they conflict with this Act; this Act also does not affect certain written laws or sale transactions intended to operate as security.