Sale of Goods (CAP. 393 1

CHAPTER 393

THE SALE OF GOODS ACT

Arrangement of Sections
Section

1. Short title.

PART I

PRELIMINARY

2. Interpretation.

PART I1

Sale and agreement to sell.
Capacity to buy and sell.
Contract of sale how made.
Contract of sale for five hundred dollars and upwards.
Existing or future goods.
Goods which have perished.
Goods perishing before sale but after agreement to sell.
Ascertainment of price.
Agreement to sell at valuation.
Stipulations as to time.
When condition to be treated as warranty.
Implied undertakings as to title etc.
Sale by description.
Implied terms about quality and fitness.
Sale by sample.

PART I11

18. Goods must be ascertained.
19. Property passes when intended to pass.
20. Rules for ascertaining intention.

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2 CAP. 393) Sale of Goods

Section
21. Reservation of right of disposal.
22. Risk prima facie passes with property.
23;* Sale by person not the owner.
24. Revesting of property in stolen goods on conviction of

offender.
25. Sale under voidable title.
26. Seller or buyer in possession after sale.
27. Effect of writ of execution.

PART IV

PERFORMANCE OF THE CONTRACT

28. Duties of seller and buyer.
29. Payment and delivery are concurrent conditions.
30. Rules as to delivery.
3 1. Delivery of wrong quantity.
32. Instalment of deliveries.
33. Delivery to carrier.
34. Risk where goods are delivered at distant place.
35. Buyer's right of examining the goods.
36. Acceptance.
37. Buyer not bound to return rejected goods.
38. Liability of buyer for neglecting or refusing delivery of

goods.

PART V

39. Unpaid seller defined.
40. Unpaid seller's rights.
41. Seller's lien.
42. Part delivery.
43. Termination of lien.
44. Right of stoppage in transitu.
45. Duration of transit.
46. How stoppage in transitu is effected.
47. Effect of subsale or pledge by buyer.
48. Sale not generally rescinded by lien or stoppage in

transitu.

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Sale of Goods (CAP. 393 3

Section
PART VI

49. Action for price.
50. Damages for non-acceptance.
5 1. Damages for non-delivery .
52. Specific performance.
53. Remedy for breach of warranty.
54. Interest and special damages.

PART VII

55. Exclusion of implied terms and conditions.
56. Reasonable time a question of fact.
57. Rights,. etc., enforceable by action.
58. Auction sales.
59. Savings.

SALE OF GOODS

(23rd December, 1949.) 1211949.
3211956.

411987.

1. This Act may be cited as the Sale of Goods Act. Short title.

PART I

PRELIMINARY

2. (1) In this Act- Interpretation.

"action" includes counterclaim and set off;

"business" includes a profession and the activities of
any government department or local or public
authority;

"buyer" means a person who buys or agrees to buy
goods;

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4 CAP. 393) Sale of Goods

< L contract of sale" includes an agreement to sell as well
as a sale;

-:'delivery" means voluntary transfer of possession from
one person to another;

"document of title" shall include any bill of lading, dock-
warrant, warehouse-keeper's certificate, and
warrant or order for the delivery of goods, and any
other document used in the ordinary course of
business as proof of the possession or control of
goods, or authorizing or purporting to authorize,
either by endorsement or by delivery, the possessor
of the document to transfer or receive goods thereby
represented;

"fault7' means wrongful act or default;

"future goods" means goods to be manufactured or
acquired by the seller after the making of the con-
tract of sale;

"goods" includes all chattels personal other than things
in action and money. The term includes
emblements, industrial growing crops, and things
attached to or forming part of the land which are
agreed to be severed before sale or under the con-
tract of sale;

"plaintiff" includes defendant counterclaiming;

< ' property" means the general property in goods, and
not merely a special property;

"quality of goods" includes their state or condition;

"sale7' includes a bargain and sale as well as a sale and
delivery;

"seller" means a person who sells or agrees to sell goods;

"specific goods" means goods identified and agreed
upon at the time a contract of sale is made;

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Sale of Goods (CAP. 393 5

' L warranty" means an agreement with reference to goods
which are the subject of a contract of sale, but col-
lateral to the main purpose of such contract, the
breach of which gives rise to a claim for damages,
but not to a right to reject the goods and treat the
contract as repudiated.

(2) A thing is deemed to be done "in good faith" within
the meaning of this Act when it is in fact done honestly,
whether it be done negligently or not.

(3) A person is deemed to be insolvent within the mean-
ing of this Act who either has ceased to pay his debts in
the ordinary course of business, or cannot pay his debts as
they become due, whether he has committed an act of
bankruptcy or not.

(4) Goods are in a "deliverable state" within the mean-
ing of this Act when they are in such a state that the buyer
would under the contract be bound to take delivery of them.

(5) Goods are of merchantable quality within the mean-
ing of this Act, if they are as fit for the purpose or purposes
for which goods of that kind are commonly bought as it is
reasonable to expect having regard to any description applied
to them, the price (if relevant) and all other relevant
circumstances.

PART I1

3. (1) A contract of sale of goods is a contract whereby :;:;At to
the seller transfers or agrees to transfer the property in goods
to the buyer for a money consideration, called the price.
There may be a contract of sale between one part owner
and another.

(2) A contract of sale may be absolute or conditional.

(3) Where under a contract of sale the property in the
goods is transferred from the seller to the buyer the contract
is called a sale; but where the transfer of the property in
the goods is to take place at a future time or subject to some

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6 CAP. 393) Sale of Goods

condition thereafter to be fulfilled the contract is called an
agreement to sell.

(4) An agreement to sell becomes a sale when the time
elapges or the conditions are fulfilled subject to which the
property in the goods is to be transferred.

Capacity to buy 4. Capacity to buy and sell is regulated by the general
and sell.

law concerning capacity to contract, and to transfer and
acquire property:

Provided that where necessaries are sold and delivered
to an infant, or minor, or to a person who by reason of mental
incapacity or drunkenness is incompetent to contract, he must
pay a reasonable price therefor.

Necessaries in this section mean goods suitable to the
condition in life of such infant or minor or other person,
and to his actual requirements at the time of the sale and
delivery.

Contract of sale
how made.

5 . Subject to the provisions of this Act and of any
statute 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.

Contract of sale 6. (1) A contract for the sale of any goods of the value
for five hundred
dollars and of five hundred dollars or upwards shall not be enforceable
upwards. by action unless the buyer shall accept part of the goods so

sold, and actually receive the same, or give something in
earnest to bind the contract, or in part payment, or unless
some note or memorandum in writing of the contract be
made and signed by the party to be charged or his agent
in that behalf.

(2) The provisions of this section apply to every such
contract, notwithstanding that the goods may be intended
to be delivered at some future time, or may not at the time
of such contract be actually made, procured, or provided,
or fit or ready for delivery, or some act may be requisite
for the making or completing thereof, or rendering the same
fit for delivery.

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Sale of Goods (CAP. 393 7

(3) There is an acceptance of goods within the mean-
ing of this section when the buyer does any act in relation
to the goods which recognises a pre-existing contract of the
sale whether there be an acceptance in performance of the
contract or not.

7. (1) The goods which form the subject of a con- E;jF;o:;s.
tract of sale may be either existing goods, owned or possessed
by the seller, or goods to be manufactured or acquired by
the seller after the making of the contract of sale, in this
Act called "future goods".

(2) There may be a contract for the sale of goods, the
acquisition of which by the seller depends upon a contingency
which may or may not happen.

(3) Where by a contract of sale the seller purports to
effect a present sale of future goods, the contract operates
as an agreement to sell the goods.

8. Where there is a contract for the sale of specific t:;Fpg:!;td.
goods, and the goods without the knowledge of the seller
have perished at the time when the contract is made, the
contract is void.

9. Where there is an agreement to sell specific goods, g;:: F;::?
and subsequently the goods, without any fault on the part after agreement
of the seller or buyer, perish before the risk passes to the
buyer, the agreement is thereby avoided.

10. (1) The price in a contract of sale may be fixed t;;~:!ainment of
by the contract, or may be left to be fwed in a manner thereby
agreed, or may be determined by the course of dealing
between the parties.

(2) Where the price is not determined in accordance
with the foregoing provisions the buyer must pay a reasonable
price. What is a reasonable price is a question of fact
dependent on the circumstances of each particular case.

1 . (1) Where there is an agreement to sell goods Agreement to sell
at valuation.

on the terms that the price is to be fixed by the valuation
of a third party, and such third party cannot or does not
make such valuation, the agreement is avoided:

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8 CAP. 393) Sale of Goods

Provided that if the goods or any part thereof have been
delivered to and appropriated by the buyer he must pay a
reasonable price therefor.

1

(2) Where such third party is prevented from making
the valuation by the fault of the seller or buyer, the party
not in fault may maintain an action for damages against the
party in fault.

Stipulations as to 12. (1) Unless a different intention appears from the time.
terms of the contract, stipulations as to time of payment are
not deemed to be of the essence of a contract of sale. Whether
any other stipulation as to time is of the essence of the con-
tract or not depends on the terms of the contract.

(2) In a contract of sale "month" means prima facie
calendar month.

When condition 13. (1) Where a contract of sale is subject to any con-
to be treated as
warranty. dition to be fulfilled by the seller, the buyer may waive the

condition, or may elect to treat the breach of such condition
as a breach of warranty, and not as a ground for treating
the contract as repudiated.

(2) Whether a stipulation in a contract of sale is a con-
dition, the breach of which may give rise to a right to treat
the contract as repudiated, or a warranty, the breach of which
may give rise to a claim for damages but not to a right to
reject the goods and treat the contract as repudiated, depends
in each case on the construction of the contract. A stipula-
tion may be a condition, though called a warranty in the
contract.

(3) Where a contract of sale is not severable, and the
buyer has accepted the goods, or part thereof, the breach
of any condition to be fulfilled by the seller can only be treated
as a breach of warranty, and not as a ground for rejecting
the goods and treating the contract as repudiated, unless there
be a term of the contract, express or implied, to that effect.

(4) Nothing in this section shall affect the case of any
condition or warranty, fulfilment of which is excused by law
by reason of impossibility or otherwise.

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Sale of Goods (CAP. 393 9

14. (1) In a contract of sale, other than one to which t ; ~ ~ ~ ~ i n r s
subsection ( 3 ) applies, there is an implied condition on the to title etc.
part of the seller that in the case of a sale he has a right
to sell the goods, and in the case of an agreement to sell
he will have such a right at the time when the property is
to pass.

(2) In a contract of sale, other than one to which sub-
section ( 3 ) applies, there is also an implied warranty that-

(a) the goods are free, and will remain free until
the time when the property is to pass, from any charge
or encumbrance not disclosed or known to the buyer
before the contract is made, and

( b ) the buyer will enjoy quiet possession of the
goods except so far as it may be disturbed by the owner
or other person entitled to the benefit of any charge or
encumbrance so disclosed or known.

( 3 ) This subsection applies to a contract of sale in the
case of which there appears from the contract or is to be
inferred from its circumstances an intention that the seller
should transfer only such title as he or a third person may
have.

(4) In a contract to which subsection (3) applies there
is an implied warranty that all charges or encumbrances
known to the seller and not known to the buyer have been
disclosed to the buyer before the contract is made.

(5) In a contract to which subsection ( 3 ) applies there
is also an implied warranty that none of the following will
disturb the buyer's quiet possession of the goods, namely:

(a) the seller;

( b ) in a case where the parties to the contract intend
that the seller should transfer only such title as a third
person may have, that person;

(c) anyone claiming through or under the seller or
that third person otherwise than under a charge or
encumbrance disclosed or known to the buyer before
that contract is made.

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10 CAP. 393) Sale of Goods

Sale by
description. 15. (1) 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 be 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.

(2) A sale of goods is not prevented from being a sale
by description by reason only that, being exposed for sale
or hire, they are selected by the buyer.

Implied terms
about quality

16. (1) Subject to this Act and to any other enact-
fitness. ment, there is no implied warranty or condition as to the

quality or fitness for any particular purpose of goods sup-
plied under a contract of sale except-

(a) where the seller sells goods in the course of a
business, there is an implied condition that goods
supplied under the contract are of merchantable quality,
but there is no condition

(i) as regards defects specifically drawn to the
buyer's attention before the contract is made;
or

(ii) as regards defects which an examination ought
to have revealed, where the buyer examines
the goods before the contract is made.

( b ) where the seller sells goods in the course of a
business and the buyer expressly or by implication makes
known to the seller the particular purpose for which the
goods are bought, there is an implied condition that the
goods supplied under the contract are reasonably fit for
that purpose, whether or not that is the purpose for which
such goods are commonly supplied except where the cir-
cumstances show that the buyer does not rely, or that
it was unreasonable for him to rely, on the skill and
judgment of the seller.

(2) An implied condition or warranty about quality or
fitness for a particular purpose may be annexed to a contract
of sale by the usage of trade.

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Sale of Goods (CAP. 393 11

(3) This section applies to a sale by an agent acting
in the course of a business for a principal as it applies to
a sale by a principal, but does not apply where the agent
is acting for a principal who is not selling in a course of
business and either the buyer knows that fact, or reasonable
steps were taken to bring it to his attention before the con-
tract is made.

17. ( 1 ) A contract of sale is a contract for sale by sale b y sample.
sample where there is a term in the contract, expressed or
implied, to that effect.

( 2 ) In the case of a contract for sale by sample-

( a ) there is an implied condition that the bulk shall
correspond with the sample in quality;

(b) there is an implied condition that the buyer shall
have a reasonable opportunity of comparing the bulk
with the sample;

( 6 ) there is an implied condition that the goods shall
be free from any defect, rendering them unmerchant-
able, which would not be apparent on reasonable
examination of the sample.

PART I11

EFFECTS OF THE CONTRACT

18. Where there is a contract for the sale of un- be
ascertained goods no property in the goods is transferred
to the buyer unless and until the goods are ascertained.

19. ( 1 ) Where there is a contract for the sale of Property passes when intended to
specific or ascertained goods the property in them is transfer- pass.
red to the buyer at such time as the parties to the contract
intend it to be transferred.

( 2 ) For the purpose of ascertaining the intention of the
parties regard shall be had to the terms of the contract, the
conduct of the parties, and the circumstances of the case.

20. Unless a different intention appears, the follow- Rules for ascertaining
ing are rules for ascertaining the intention of the parties as intention.

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12 CAP. 393) Sale of Goods

to the time at which the property in the goods is to pass
to the buyer.

Rule 1. Where there is an unconditional contract for the
a l e of specific goods, in a deliverable state, the property
in the goods passes to the buyer when the contract is
made, and it is immaterial whether the time of pay-
ment or the time of delivery, or both, be postponed.

Rule 2 . Where there is a contract for the sale of specific
goods and the seller is bound to do something to the
goods, for the purpose of putting them into deliverable
state, the property does not pass until such thing be
done, and the buyer has notice thereof.

Rule 3 . Where there is a contract for the sale of specific
goods in a deliverable state, but the seller is bound to
weigh, measure, test, or do some other act or thing with
reference to the goods for the purpose of ascertaining
the price, the property does not pass until such act or
thing be done, and the buyer has notice thereof.

Rule 4. When goods are delivered to the buyer on approval
or "on sale or return" or other similar terms the
property therein passes to the buyer:-

( a ) when he signifies his approval or accept-
ance to the seller or does any other act adopting
the transaction;

( b ) if he does not signify his approval or
acceptance to the seller but retains the goods without
giving notice of rejection, then, if a time has been
fixed for the return of the goods, on the expiration
of such time, and, if no time has been fixed, on
the expiration of a reasonable time. What is a
reasonable time is a question of fact.

Rule 5. (1) Where there is a contract for the sale of un-
ascertained or future goods by description, and goods
of that description and in a deliverable state are uncon-
ditionally appropriated to the contract, either by the
seller with the assent of the buyer, or by the buyer with
the assent of the seller, the property in the goods
thereupon passes to the buyer. Such assent may be
expressed or implied, and may be given either before
or after the appropriation is made.

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Sale of Goods (CAP. 393 13

(2) Where, in pursuance of the contract, the seller
delivers the goods to the buyer or to a carrier or other
bailee (whether named by the buyer or not) for the
purpose of transmission to the buyer, and does not
reserve the right of disposal, he is deemed to have un-
conditionally appropriated the goods to the contract.

21. (1) Where there is a contract for the sale of Reservation of
rlght of disposal.

specific goods or where goods are subsequently appropriated
to the contract, the seller may, by the terms of the contract
or appropriation, reserve the right of disposal of the goods
until certain conditions are fulfilled. In such case, not-
withstanding the delivery of the goods to the buyer, or to
a carrier or other bailee for the purpose of transmission to
the buyer, the property in the goods does not pass to the
buyer until the conditions imposed by the seller are fulfilled.

(2) Where goods are shipped, a n i by the bill of lading
the goods are deliverable to the order of the seller or his
agent, the seller is prima facie deemed to reserve the right
of disposal.

(3) Where the seller of goods draws on the buyer for
the price, and transmits the bill of exchange and bill of lading
to the buyer together to secure acceptance or payment of
the bill of exchange, the buyer is bound to return the bill
of lading if he does not honour the bill of exchange, and
if he wrongfully retains the bill of lading the property in the
goods does not pass to him.

22. Unless otherwise agreed, the goods remain at the Risk prima facie
passes with

seller's risk until the pr~per ty therein is transferred to the property.
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 where delivery has been delayed through
the fault of either buyer or seller the goods are at the risk
of the party in fault as regards any loss which might not
have occurred but for such fault:

Provided also that nothing in this section shall affect
the duties or liabilities of either seller or buyer as a bailee
of the goods of the other party.

Sale by person
not the owner.

Cap. 165.

Revesting of
property in
stolen goods on
conviction of
offender.

Sale under
voidable title.

Seller or buyer
in possession
after sale.

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CAP. 393) Sale of Goods

23. (1) Subject to the provisions of this Act, where
goods are sold by a person who is not the owner thereof,
and who does not sell them under the authority or with the
consent of the owner, the buyer acquires no better title to
the goods than the seller had, unless the owner of the goods
is by his conduct precluded from denying the seller's authority
to sell:

(2) Provided also that nothing in this Act shall affect-

(a) the provisions of the Factors Act, or any enact-
ment enabling the apparent owner of goods to dispose
of them as if he were the true owner thereof;

(6) the validity of any contract of sale under any
special common law or statutory power of sale or under
the order of a court of competent jurisdiction.

24. (1) Where goods have been stolen and the
offender is prosecuted to conviction, the property in the goods
revests in the person who was the owner of the goods, or
his personal representative notwithstanding any intermediate
dealings with them.

(2) Notwithstanding any enactment to the contrary,
where goods have been obtained by fraud or other wrongful
means not amounting to larceny, the property in the goods
does not revest in the person who was the owner of the goods
or his personal representative by reason only of the convic-
tion of the offender.

25. 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.

26. (1) Where a person having sold goods continues
or is in possession of the goods, or of the documents of title
to the goods, the delivery or transfer by that person, or by
a mercantile agent acting for him, of the goods or documents
of title under any sale, pledge, or other disposition thereof,
to any person receiving the same in good faith and without
notice of the previous sale, shall have the same effect as if

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Sale of Goods (CAP. 393 15

the person making the delivery or transfer were expressly
authorized by the owner of the goods to make the same.

(2) Where a person having bought or agreed to buy
goods obtains, with the consent of the seller, possession of
the goods or the documents of title to the goods, the delivery
or transfer by that person, or by a mercantile agent acting
for him, of the goods or documents of title under any sale,
pledge, or other disposition thereof, to any person receiving
the same in good faith and without notice of any lien or other
right of the original seller in respect of the goods, shall have
the same effect as if the person making the delivery or transfer
were a mercantile agent in possession of the goods or
documents of title with the consent of the owner.

(3) In this section the term "mercantile agent" shall
mean a mercantile agent having in the customary course of
his business as such agent authority either to sell goods, or
to consign goods for the purpose of sale, or to buy goods,
or to raise money on the security of goods.

27. A writ offieri facias or other writ of execution Effectpf writ of
executlon.

against goods shall bind the property in the goods of the
execution debtor as from the time when the writ is delivered
to the Provost-Marshal or Bailiff to be executed; and, for
the better manifestation of such time, it shall be the duty
of the Provost-Marshal or Bailiff, without fee, upon the
receipt of any such writ to endorse upon the back thereof
the hour, day, month, and year when he received the same:

Provided that no such writ shall prejudice the title to
such goods acquired by any person in good faith and for
valuable consideration, unless such person had at the time
when he acquired his title notice that such writ or any other
writ by virtue of which the goods of the execution debtor
might be seized or attached had been delivered to and
remained unexecuted in the hands of the Provost-Marshal
or Bailiff.

PART IV

28. It is the duty of the seller to deliver the goods, f'Ji;;:rller
and of the buyer to accept and pay for them, in accordance
with the terms of the contract of sale.

CAP. 393)

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Sale of Goods

Payment and
delivery are

29. Unless otherwise agreed, delivery of the goods
concurrent and payment of the price are concurrent conditions, that is
conditions. to say, the seller must be ready and willing to give posses-

sion 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.

Rules as to
delivery.

30. (1) Whether it is for the buyer to take posses-
sion of the goods or for the seller to send them to the buyer
is a question depending in each case on the contract, ex-
press or implied, between the parties. Apart from any such
contract, express or implied, the place of delivery is the seller's
place of business, if he has one, and if not, his residence:

Provided that, if the contract be for the sale of specific
goods, which to the knowledge of the parties when the
contract is made are in some other place, then that place
is the place of delivery.

(2) Where under the contract of sale the seller is bound
to send the goods to the buyer, but no time for sending them
is fixed, the seller is bound to send them within a reasonable
time.

(3) Where the goods at the time of sale are in the posses-
sion of a third person, there is no delivery by seller to buyer
unless and until such third person acknowledges to the buyer
that he holds the goods on his behalf:

Provided that nothing in this section shall affect the
operation of the issue or transfer of any document of title
to goods.

(4) Demand or tender of delivery may be treated as
ineffectual unless made at a reasonable hour. What is a
reasonable hour is a question of fact.

(5) Unless otherwise agreed, the expenses of and in-
cidental to putting the goods into a deliverable state must
be borne by the seller.

Delivery of
wrong quantity.

31. (1) Where the seller delivers to the buyer a
quantity of goods less than he contracted to sell, the buyer
may reject them, but if the buyer accepts the goods as
delivered he may pay for them at the contract rate.

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Sale of Goods (CAP. 393 17

(2) Where the seller delivers to the buyer a quantity
of goods larger than he contracted to sell, the buyer may
accept the goods included in the contract and reject the rest,
or he may reject the whole. If the buyer accepts the whole
of the goods so delivered he must pay for them at the con-
tract rate.

(3) Where the seller delivers to the buyer the goods he
contracted to sell mixed with goods of a different descrip-
tion not included in the contract, the buyer may accept the
goods which are in accordance with the contract and reject
the rest, or he may reject the whole.

(4) The provisions of this section are subject to any
usage of trade, special agreement, or course of dealing
between the parties.

32. (1) Unless otherwise agreed the buyer of goods Instalment of
deliveries. is not bound to accept delivery thereof by instalments.

(2) Where there is a contract for the sale of goods to
be delivered by stated instalments, which are to be separately
paid for, and the seller makes defective deliveries in respect
of one or more instalments, or the buyer neglects or refuses
to take delivery of or pay for one or more instalments, it
is a question in each case depending on the terms of the
contract and the circumstance of the case, whether the breach
of contract is a repudiation of the whole contract or whether
it is a severable breach giving rise to a claim for compensa-
tion but not to a right to treat the whole contract as
repudiated.

33. (1) Where, in pursuance of a contract of sale, Delivery
carrier.

the seller is authorized or required to send the goods to the
buyer, delivery of the goods to a carrier, whether named
by the buyer or not, for the purpose of transmission to the
buyer is prima facie deemed to be a delivery of the goods to
the buyer.

(2) Unless otherwise authorised by the buyer, the seller
must make such contract with the carrier on behalf of the
buyer as may be reasonable having regard to the nature of
the goods and the other circumstances of the case. If the
seller omits so to do, . and . the goods are lost or damaged in

LAWS OF ANTIGUA AND BARBUDA

18 CAP. 393) Sale of Goods

course of transit, the buyer may decline to treat the delivery
to the carrier as a delivery to himself, or may hold the seller
responsible in damages.

(3) Unless otherwise agreed, where goods are sent by
the seller to the buyer by a route involving sea transit, under
circumstances in which it is usual to insure, the seller must
give such notice to the buyer as may enable him to insure
them during their sea transit, and, if the seller fails to do
so, the goods shall be deemed to be at his risk during such
sea transit.

Risk where goods 34. Where the seller of goods agrees to deliver them
are delivered at
distant place. 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.

Buyer's right of
examining the

35. (1) Where goods are delivered to the buyer, which
goods. he has not previously examined, he is not deemed to have

accepted them unless and until he has had a reasonable
opportunity of examining them for the purpose of ascertain-
ing whether they are in conformity with the contract.

(2) Unless otherwise agreed, when the seller tenders
delivery of goods to the buyer, he is bound, on request, to
afford the buyer a reasonable opportunity of examining the
goods for the purpose of ascertaining whether they are in
conformity with the contract.

Acceptance. 36. 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.

Buyer not bound 37. Unless otherwise agreed, where goods are
to return rejected
goods. 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.

LAWS OF ANTIGUA AND BARBUDA

Sale of Goods (CAP. 393 19

38. When the seller is ready and willing to deliver k$:i:irof
the goods, and requests the buyer to take delivery, and the ., l,,tin
buyer does not within a reasonable time after such request ; ~ ~ A ~ c l i v c r ~
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.

PART V

39. (1) The seller of goods is deemed to be an "un- Unpaid seller
defined.

paid seller" within the meaning of this Act-

(a) when the whole of the price has not been paid
or tendered;

( b ) when a bill of exchange or other negotiable
instrument has been received as conditional payment,
and the condition on which it was received has not been
fulfilled by reason of the dishonour of the instrument
or otherwise.

(2) In this Part the term "seller" includes any person
who is in the position of a seller, as, for instance, an agent
of the seller to whom the bill of lading has been indorsed,
or a consignor or agent who has himself paid, or is directly
responsible for, the price.

40. (1) Subject to the provisions of this Act, and of z;it.d seller's
any statute in that behalf, notwithstanding that the property
in the goods may have passed to the buyer, the unpaid seller
of goods, as such, has by implication of law-

( a ) a lien on the goods or right to retain them for
the price while he is in possession of them;

( b ) in case of the insolvency of the buyer, a right
of stopping the goods in transitu after he has parted with
the possession of them;

(c) a right of re-sale as limited by this Act.

LAWS OF ANTIGUA AND BARBUDA

CAP. 393) Sale of Goods

Seller's lien.

( 2 ) Where the property in goods has not passed to the
buyer, the unpaid seller has, in addition to his other remedies,
a right of withholding delivery similar to and co-extensive
with his rights of lien and stoppage in transitu where the
propekty has passed to the buyer.

4 1. (1) Subject to the provisions of this Act, the un-
paid seller of goods who is in possession of them is entitled
to retain possession of them until payment or tender of the
price in the following cases, namely-

( a ) where the goods have been sold without any
stipulation as to credit;

( 6 ) where the goods have been sold on credit, but
the term of credit has expired;

(c ) where the buyer becomes insolvent.

(2) The seller may exercise his right of lien notwith-
standing that he is in possession of the goods as agent or
bailee for the buyer.

Part delivery. 42. Where an unpaid seller has made part delivery
of the goods, he may exercise his right of lien or retention
on the remainder, unless such part delivery has been made
under such circumstances as to show an agreement to waive
the lien or right of retention.

Termination of 43. (1) The unpaid seller of goods loses his lien or
lien.

right of retention thereon-

( a ) when he delivers the goods to a carrier or other
bailee for the purpose of transmission to the buyer
without reserving the right of disposal of the goods;

( 6 ) when the buyer or his agent lawfully obtains
possession of the goods;

(c ) by waiver thereof.

(2) The unpaid seller of goods, having a lien or right
of retention thereon, does not lose his lien or right of reten-
tion by reason only that he has obtained judgment or decree
for the price of the goods.

LAWS OF ANTIGUA AND BARBUDA

Sale of Goods (CAP. 393 2 1

44. Subject to the provisions of this Act, when the Right of stoppage
in transitu. buyer of goods becomes insolvent, the unpaid seller who has

parted with the possession of the goods has the right of stop-
ping them in transitu, that is to say, he may resume posses-
sion of the goods as long as they are in course of transit,
and may retain them until payment or tender of the price.

45. (1) Goods are deemed to be in course of transit Duration of
transit. from the time when they are delivered to a carrier by land

or water, or other bailee for the purpose of transmission to
the buyer, until the buyer, or his agent in that behalf, takes
delivery of them from such carrier or other bailee.

(2) If the buyer or his agent in that behalf obtains
delivery of the goods before their arrival at the appointed
destination, the transit is at an end.

(3) If, after the arrival of the goods at the appointed
destination, the carrier or other bailee acknowledges to the
buyer, or his agent, that he holds the goods on his behalf
and continues in possession of them as bailee for the buyer,
or his agent, the transit is at an end, and it is immaterial
that a further destination for the goods may have been
indicated by the buyer.

(4) If the goods are rejected by the buyer, and the carrier
or other bailee continues in possession of them, the transit
is not deemed to be at an end, even if the seller has refused
to receive them back.

(5) When goods are delivered to a ship chartered by
the buyer it is a question depending on the circumstances
of the particular case, whether they are in the possession
of the master as a carrier, or as agent to the buyer.

(6) Where the carrier or other bailee wrongfully refuses
to deliver the goods to the buyer, or his agent in that behalf,
the transit is deemed to be at an end.

(7) Where part delivery of the goods has been made
to the buyer, or his agent in that behalf, the remainder of
the goods may be stopped in transitu, unless such part delivery
has been made under such circumstances as to show an agree-
ment to give up possession of the whole of the goods.

LAWS OF ANTIGUA AND BARBUDA

22 CAP. 393) Sale of Goods

How stoppage in 46. (1) The unpaid seller may exercise his right of
transitu is
effected. stoppage in transitu either by taking actual possession of the

goods, or by giving notice of his claim to the carrier or other
baileq in whose possession the goods are. Such notice may
be given either to the person in actual possession of the goods
or to his principal. In the latter case the notice, to be effectual,
must be given at such time and under such circumstances
that the principal, by the exercise of reasonable diligence,
may communicate it to his servant or agent in time to prevent
a delivery to the buyer.

(2) When notice of stoppage in transitu is given by the
seller to the carrier, or other bailee in possession of the goods,
he must re-deliver the goods to, or according to the direc-
tions of, the seller. The expenses of such re-delivery must
be borne by the seller.

Effect of 47. Subject to the provisions of this Act, the unpaid
or pledge by
buyer. seller's right of lien or retention or stoppage in transitu is not

affected by any sale, or other dispositibn ;f 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 such 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 such last-mentioned
transfer was made by way of pledge or other disposition for
value, the unpaid seller's right of lien or retention or stop-
page in transitu can only be exercised subject to the rights
of the transferee.

Sale not
generally 48. (1) Subject to the provisions of this section, a
rescinded by lien contract of sale is not rescinded by the mere exercise by an
or stoppage-in
transitu. unpaid seller of his right of lien or retention or stoppage in

transitu.

(2) Where an unpaid seller who has exercised his right
of lien or retention or stoppage in transitu re-sells the goods,
the buyer acquires a good title thereto as against the original
buyer.

LAWS OF ANTIGUA AND BARBUDA

Sale of Goods (CAP. 393 2 3

(3) Where the goods are of a perishable nature, or where
the unpaid seller gives notice to the buyer of his intention
to re-sell, and the buyer does not within a reasonable time
pay or tender the price, the unpaid seller may re-sell the
goods and recover from the original buyer damages for any
loss occasioned by his breach of contract.

(4) Where the seller expressly reserves a right of re-
sale in case the buyer should make default, and on the buyer
making default, re-sells the goods, the original contract of
sale is thereby rescinded, but without prejudice to any claim
the seller may have for damages.

PART VI

ACTIONS FOR BREACH OF CONTRACT

49. (1) Where, under a contract of sale, the property Action for price.
in the goods has passed to the buyer, and the buyer wrong-
fully neglects or refuses to pay for the goods according to
the terms of the contract, the seller may maintain an action
against him for the price of the goods.

(2) Where, under a contract of sale, the price is payable
on a day certain irrespective of delivery, and the buyer
wrongfully neglects or refuses to pay such price, the seller
may maintain an action for the price, although the property
in the goods has not passed, and the goods have not been
appropriated to the contract.

50. (1) Where the buyer wrongfully neglects or Damages for
non-acceptance.

refuses to accept and pay for the goods, the seller may main-
tain an action against him for damages for non-acceptance.

(2) The measure of damages is the estimated loss directly
and naturally resulting, in the ordinary course of events,
from the buyer's breach of contract.

(3) Where there is an available market for the goods
in question the measure of damages is prima facie to be ascer-
tained by the difference between the contract price and the
market or current price at the time or times when the goods
ought to have been accepted, or, if no time was fixed for
acceptance, then at the. time of the refusal to accept.

Damages for
non-delivery .

Specific
performance.

Remedy for
breach of
warranty.

LAWS OF ANTIGUA AND BARBUDA

CAP. 393) Sale of Goods

5 1. (1) Where the seller wrongfully neglects or refuses
to deliver the goods to the buyer, the buyer may maintain
an action against the seller for damages for non-delivery.

(2) The measure of damages is the estimated loss directly
and naturally resulting, in the ordinary course of events,
from the seller's breach of contract.

(3) Where there is an available market for the goods
in question the measure of damages is prima facie to be ascer-
tained by the difference between the contract price and the
market or current price of the goods at the time or times
when they ought to have been delivered, or, if no time was
fixed, then at the time of the refusal to deliver.

52. In any action for breach of contract to deliver
specific or ascertained goods the court may, if it thinks fit,
on the application of the plaintiff, by its judgment or decree
direct that the contract shall be performed specifically, without
giving the defendant the option of retaining the goods on
payment of damages. The judgment or decree may be un-
conditional, or upon such terms and conditions as to
damages, payment of the price, and otherwise, as to the court
may seem just, and the application by the plaintiff may be
made at any time before judgment or decree.

53. (1) Where there is a breach of warranty by the
seller, or where the buyer elects, or is compelled, to treat
any breach of a condition on the part of the seller as a breach
of warranty, the buyer is not by reason only of such breach
of warranty entitled to reject the goods; but he may-

(a) set up against the seller the breach of warranty
in diminution or extinction of the price; or

( b ) maintain an action against the seller for
damages for the breach of warranty.

(2) The measure of damages for breach of warranty is
the estimated loss directly and naturally resulting, in the
ordinary course of events, from the breach of warranty.

(3) In the case of breach of warranty of quality such
loss is prima facie the difference between the value of the goods

LAWS OF ANTIGUA AND BARBUDA

Sale of Goods (CAP. 393 25

at the time of delivery to the buyer and the value they would
have had if they had answered to the warranty.

(4) The fact that the buyer has set up the breach of
warranty in diminution or extinction of the price does not
prevent him from maintaining an action for the same breach
of warranty if he has suffered further damage.

54. Nothing in this Act shall affect the right of the :;E;:tases.
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 con-
sideration for the payment of it has failed.

PART VII

55 . Where any right, duty, or liability would arise Exclusion~f
Implied terms

under a contract of sale by implication of law, it may be .,d cond;tions.
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.

56. Where, by this Act, any reference is made to a F;(;,b:;irne
reasonable time the question what is a reasonable time is fact.
a question of fact.

57. Where any right, duty, or liability is declared by ~ - ~ ~ ; L , t ; l b y
this Act, it may, unless otherwise by this Act provided, be ..tion.
enforced by action.

58. (1) In the case of a sale by auction- Auction sales.

( a ) where goods are put up for sale by auction in
lots, each lot is prima facie deemed to be the subject of
a separate contract of sale;

( 6 ) a sale by auction is complete when the
auctioneer announces its completion by the fall of the
hammer, or in other custon~ary manner. Until such
announcement is made any bidder may retract his bid;

(c ) where a sale by action is not notified to be sub-
ject to a right to bid on behalf of the seller, it shall not
be lawful for the seller to bid himself or to employ any

LAWS OF ANTIGUA AND BARBUDA

26 CAP. 393) Sale of Goods

person to bid at such sale, or for the auctioneer know-
ingly to take any bid from the seller or any such person.
Any sale contravening this rule may be treated as
fraudulent by the buyer;

(d) a sale by auction may be notified to be subject
to a reserve or upset price, and a right to bid may also
be reserved expressly by or on behalf of the seller.

(2) Where a right to bid is expressly reserved, but not
otherwise, the seller, or any one person on his behalf, may
bid at the auction.

Savings.

Cap. 51.

59. (1) The rules in bankruptcy relating to contracts
of sale shall continue to apply thereto, notwithstanding
anything in this Act contained.

(2) The rules of the common law, including the law
merchant, save in so far as they are inconsistent with the
express provisions of this Act, and in particular the rules
relating to the law of principal and agent and the effect of
fraud, misrepresentation, duress or coercion, mistake or other
invalidating cause, shall continue to apply to contracts for
the sale of goods.

(3) Nothing in this Act or in any repeal effected thereby
shall affect the Bills of Sale Act or any enactment relating
to the sale of goods which is not expressly repealed by this Act.

(4) The provisions of this Act relating to contracts of
sale do not apply to any transaction in the form of a contract
of sale which is intended to operate by way of mortgage,
pledge, charge, or other security.