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Supply of Goods and Services (Implied Terms) Act


Published: 1991

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Supply of Goods and Seruices (CAP. 421A 1
(Implied Terms)

CHAPTER 421A

T H E SUPPLY O F GOODS AND SERVICES (IMPLIED
TERMS) ACT

Arrangement of Sections
Section

1. Short title.
2. Interpretation

SUPPLY O F GOODS

Contracts for the Transfer of Property in Goods

3. Implied terms about title, etc.
4. Implied terms where transfer is by description.
5. Implied terms about quality or fitness.
6. Implied terms where transfer is by sample.

Contracts for the Hire o f Goods

7. Implied terms about right to transfer possession.
8. Implied terms where hire is by description.
9. Implied terms about quality or fitness.

10. Implied terms where hire is by sample.

PART I1

Supply of Seruice
11. Implied terms about care and skill.
12. Implied terms about time for performance.
13. Implied terms about consideration.

Miscellaneous

14. Exclusion of implied terms.
15. Application of sections 11 to 13 of this Act.
16. Applicability of Part I1 to certain contracts.

LAWS OF ANTIGUA AND BARBUDA

Supply of Goods and Services (CAP. 42 1A 3
(Implied Terms)

SUPPLY OF GOODS AND SERVICES (IMPLIED
TERMS)

An Act for the terms to be implied in certain contracts
for the transfer of property in goods, in certain contracts
for the hire of goods and in certain contracts for the supply
of services, and for connected purposes.

(21st February, 1991.) 211991.

1. This Act may be cited as the Supply of Goods and title.
Services (Implied Terms) Act.

2. (1) In this Act- Interpretation.

"bailee" in relation to a contract for the hire of goods
means a person to whom goods are or are to be
bailed under the contract, or a person to whom the
rights under the contract of such first named person
have passed;

"bailor" in relation to a contract for the hire of goods
means a person who bails or agrees to bail goods
under the contract or a person to whom the duties
under the contract of such first named person have
passed;

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

"contract for the hire of goods" means a contract (other
than a hire-purchase agreement) in which one per-
son bails or agrees to bail goods to another by way
of hire;

"contract for the supply of service" means a contract
(other than a contract of service or apprenticeship)
in which a person ("the supplier") agrees to carry
out a service;

"contract for the transfer of goods" means a contract
(other than an excepted contract) in which one per-

LAWS OF ANTIGUA AND BARBUDA

4 CAP. 421A) Supfly of Goods and Services
(Imblied Terms )

son transfers or agrees to transfer to another the
property in goods;

< < excepted contract" means

(a) a contract of sale of goods;

(6) a hire-purchase agreement;

(c) a transfer or agreement to transfer which is
made by deed and for which there is no consideration
other than the prescribed consideration imported by the
deed; or

(d) a contract intended to operate by way of
mortgage, pledge, charge or other security;

"goods" include all personal chattels other than things
in action and money, emblements, industrial grow-
ing crops and things attached to or forming part
of the land which are agreed to be severed before
the transfer or bailment, or under the contract
concerned;

'6 hire-purchase agreement" means an agreement for the
bailment of goods under which the bailee may buy
the goods or under which the property in the goods
will or may pass to the bailee; and where by virtue
of two or more agreements, none of which by itself
constitutes a hire-purchase agreement, there is a
bailment of goods and either the bailee may buy
the goods, or the property therein will or may pass
to the bailee, the agreements shall be treated for
the purposes of this Act as a single agreement made
at the time when the last of the agreements was
made:

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

"quality" in relation to goods includes their state or
condition;

LAWS OF ANTIGUA AND BARBUDA

Supply of Goods and Services (CAP. 42 1A 5
(Implied Terms)

"transferee" in relation to a contract for the transfer
of goods means a person to whom the property in
the goods is transferred or is to be transferred under
the contract, or a person to whom the rights under
the contract of such first named person have passed;

" transferor" in relation to a contract for the transfer
of goods means a person who transfers or agrees
to transfer the property to whom the duties under
the contract of such first named person have passed.

(2) In the definitions of bailee, bailor, transferee and
transferor in subsection (1) a reference to rights and duties
passing is a reference to their passing by assignment, opera-
tion of law or otherwise.

(3) For the purposes of this Act-

(a) a contract is a contract for the hire of goods
whether or not services are also provided or to be pro-
vided under the contract, and whatever is the nature
of the consideration for the bailment or agreement to
bail by way of hire;

(6) a contract is a contract for the supply of a service
whether or not goods are also-

(i) transferred or to be transferred; or

(ii) bailed or to be bailed by way of hire under
the contract, and whatever is the nature of the
consideration for which the service is to be car-
ried out;

(c) a contract is a contract for the transfer of goods
whether or not services are also provided or to be pro-
vided under the contract and whatever is the nature of
the consideration for the transfer or agreement to
transfer.

(4) Goods are of "merchantable quality" if they are
fit for the purpose or purposes for which goods of that kind
are commonly supplied as it is reasonable to expect having
regard to the description applied to them, the price or con-
sideration (if relevant) and all other relevant circumstances.

LAWS OF ANTIGUA AND BARBUDA

6 CAP. 421A) Supply o f Goo& and Services
(Implied Terms)

PART I

SUPPLY OF GOODS

Contracts for the Transfer o f Property in Goods
Implied terms
about title etc. 3. (1) In a contract for the transfer of goods (other

than a contract described in sub-section (2) there is-

(a) in the case of a transfer of the property in the
goods, an implied condition that the transferor has the
right to transfer the property, and in the case of an agree-
ment to transfer, an implied condition that he will have
the right to transfer the property at the time when the
property is to be transferred;

(b) an implied warranty-

(i) that the goods are free and will remain free
until the time when the property is to be
transferred from any charge or encumbrance
not disclosed or known to the transferee before
the contract is made; and

(ii) that the transferee will enjoy quiet possession
of the goods except in so far as it may be
disturbed by the owner or other person entitled
to the benefit of any charge or encumbrance
so discolosed or known.

(2) In a contract for the transfer of goods where there
appears from the contract or is to be inferred from its cir-
cumstances an intention that the transferor should transfer
only such title as he or a third person may have, there is
an implied warranty-

(a) that all charges or encumbrances known to the
transferor and not known to the transferee have been
disclosed to the transferee before the contract is made;
and

(b) that the transferee's quiet possession will not
be disturbed by any of the following-

(i) the transferor;

(ii) in the case where the parties to the contract
intend that the transferor should transfer only

LAWS OF ANTIGUA AND BARBUDA

Supply of Good and Services (CAP. 42 1A 7
(Implied Terms)

such title as a third person may have, that third
person;

(iii) anyone claiming through or under the
transferor or the third person, otherwise than
under a charge or encumbrance disclosed or
known to the transferee before the contract is
made.

4. (1) Where in a contract for the transfer of goods Implied terms
where transfer is a transferor transfers or agrees to transfer the property in by description.

the goods by description, there is an implied condition that
the goods will correspond with the description.

(2) Where a transferor transfers or agrees to transfer
the property in the goods by sample as well as by descrip-
tion it is not sufficient that the bulk of the goods corresponds
with the sample if the goods do not also correspond with
the description.

(3) A contract for the transfer of goods is not prevented
from being a contract for the transfer of goods by descrip-
tion by reason only that, being exposed for supply, the goods
are selected by the transferee.

5. (1) Subject to this Act and to any other law, there ~ ~ f ~ ~ ~ ~ ~ o r
is no implied condition or warranty about the quality or fitness.
fitness for any particular purpose of goods supplied under
a contract for the transfer of goods except-

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

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

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

(6) Where the transferor transfers the property in
goods in the course of a business and the transferee

LAWS OF ANTIGUA AND BARBUDA

8 CAP. 421A) Supply of Goods and Services
(Implied Terms)

expressly or by implication makes known to the
transferor any particular purpose for which the goods
are being acquired, 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 circumstances show that the transferee does
not rely or that it was unreasonable for him to rely on
the skill or judgment of the transferor.

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

(3) This section applies to a transfer by an agent acting
in the course of a business for a principal as it applies to
a transfer by a principal in the course of a business, but
does not apply where the agent is acting for a principal who
is not transfering in the course of a business and either the
transferee knows that fact or reasonable steps are taken to
bring it to his notice before the contract is made.

Implied terms
where transfer is 6 . ( I ) Where in a contract for the transfer of
by sample. the transferor transfers or agrees to transfer property in the

goods by reference to a sample there is an implied condition-

( a ) that the bulk will correspond with the sample
in quality;

( b ) that the transferee will have a reasonable
opportunity of comparing the bulk with the sample; and

( c ) that the goods will be free from any defect
rendering them unmerchantable which would not be
apparent on reasonable examination of the sample.

(2) For the purpose of subsection (1 ) a transferor
transfers or agrees to transfer the property in goods by
reference to a sample where there is an express or implied
term to that effect in the contract.

Contracts for the Hire of Goods
Implied terms
about right to 7. (1) In a contract for the hire of goods there is on
transfer the part of the bailor-
possession.

LAWS OF ANTIGUAAND BARBUDA

Supply of Goods and Services (CAP. 421A 9
(Implied Terms)

( a ) an implied condition that in the case of a bail-
ment, he has the right to transfer possession of the goods
by way of hire for the period of the bailment, and in
the case of an agreement to bail, he will have such a
right at the time of the bailment;

(b) an implied warranty that the bailee will enjoy
quiet possession of goods for the period of the bailment
except in so far as the possession may be distributed
by the owner or other person entitled to any charge or
encumbrance disclosed or known to the bailee before
the contract is made.

(2) Subsection ( 1 ) does not affect the right of a bailee
to repossess goods under an express or implied term of a
contract.

8. (1) Where in a contract for the hire of goods, the Implied terms
bailor bails or agrees to bail the goods by description, there I ~ $ & . ~ ~ by
is an implied condition that the goods will correspond with
the description.

(2) Where a bailor bails or agrees to bail goods by
reference to a sample as well as a desciption it is not suffi-
cient that the bulk of the goods corresponds with the
description.

(3) A contract for the hire of goods is not prevented
from being a contract for the hire of goods by description
by reason only that, being exposed for supply, the goods
are selected by the bailee.

9. ( 1 ) Subject to this Act and to any other law, there Implied terms
about quality 01 is no implied condition or warranty about the quality or fitness.

fitness for any particular purpose of goods bailed under a
contract for the hire of goods except-

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

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

LAWS OF ANTIGUA AND BARBUDA

10 CAP. 421A) Supply of Goods and Services
(Implied Terms)

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

(b) where the bailor bails goods in the course of
business and the bailee makes known to the bailor in
the course of negotiations conducted by him in relation
to the making of the contract any particular purpose
for which the goods are being bailed, there is an implied
condition that the goods supplied under the contract are
reasonably fit for that purpose whether or not that is
a purpose for which such goods are commonly supplied,
except where the circumstances show that the bailee does
not rely or that it is unreasonable for him to rely on
the skill or judgment of the bailor.

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

(3) This section applies to a bailment by an agent acting
in the course of business for a principal as it applies to a
bailment by a principal in the course of business, but does
not apply where the agent is acting for a principal who is
not bailing in the course of a business; and either the bailee
knows that fact or reasonable steps are taken to bring it to
his notice before the contract is made.

Implied terms
where hire is by 10. (1) Where in a contract for the hire of goods,
sample. the bailor bails or agrees to bail the goods by reference to

a sample there is an implied condition-

(a) that the goods will correspond to the sample
in quality;

(6) that the bailee will have a reasonable oppor-
tunity of comparing the bulk with the sample; and

(6) that the goods will be free from any defect
rendering them unmerchantable which would not be
apparent on reasonable examination of the sample.

(2) For the purpose of sub-section (1) a bailor bails or
agrees to bail goods by reference to a sample where there
is an express or implied term to that effect in the contract.

LAWS OF ANTIGUA AND BARBUDA

Supply of .Goods and Services (CAP. 421A 11
(Implied Terms)

Supply of Serzices

1 . In a contract for the supply of a service where Implied terms
about care and the supplier is acting in the course of a business, there is ,kill.

an implied term that the supplier will carry out the service
with reasonable care and skill.

12. ( 1 ) Where in a contract for the supply of a ser- Implied terms
about time for vice by a supplier acting in the course of a business the time

for the service to be carried out is not fixed by the contract,
left to be fixed in a manner agreed by the contract or deter-
mined by the course of dealing between the parties, there
is an implied term that the supplier will carry out the ser-
vice within a reasonable time.

( 2 ) The question what is a reasonable time is a ques-
tion of fact.

13. ( 1 ) Where in a contract for the supply of a ser- Implied terms
about vice the consideration for the service is not determined by

the contract, left to be determined in a manner agreed by
the contract or determined by the course of dealing between
the parties, there is an implied term that the party contract-
ing with the supplier will pay a reasonable charge.

( 2 ) The question what is a reasonable charge is a ques-
tion of fact.

PART I11

Miscellaneous

14. ( 1 ) Where a right, duty or liability would arise- ~ ; $ ~ ~ ; e , " ~ s i
( a ) by implication of law under a contract for the

transfer of goods or a contract for the hire of goods;

( b ) by virtue of this Act under a contract for the
supply of goods;

the right, duty, or liability may, subject to the Unfair Con-
tract Terms Act, be negated or varied by express agreement Cap. 451.
or by the course of dealing between the parties, or by usage
if the usage binds both parties to the contract.

LAWS OF ANTIGUA AND BARBUDA

12 CAP. 42 1A) Supply of Goods and Services
(Implied Terms)

(2) An express condition, warranty or term does not
negate a condition, warranty or term implied by this Act
unless inconsistent with it.

(3) This Act does not prejudice the operation of any
other Act or rule of law-

(a) whereby a condition or warranty (other than
one relating to quality or fitness) is to be implied in
a contract for the transfer of goods or a contract for
the hire of goods;

( b ) which imposes on the supplier a duty stricter
than that imposed by sections 11 and 12 of this Act;

(c) whereby a term not inconsistent with this Act
is to be implied in a contract for the supply of a service.

Application of
Sections 11 to 13

15. Sections 11 to 13 of this Act are subject to any
of this Act. other Act which defines or restricts the rights, duties, or

liabilities arising in connection with a service of any kind.

Applicability of
Part I1 to certain

16. (1) The Minister may by order provide that one
contracts. or more of sections 11 to 13 do not apply to a service of

a description specified in the order, and such order may make
different provisions for different circumstances.

(2) An order under subsection (1) shall be subject to
negative resolution of Parliament.