L.R.O. 1/2012
LAWS OF GUYANA
SALE OF GOODS ACT
CHAPTER 90:10
Act
26 of 1913
Amended by
4 of 1972
1 – 33 ... 1/2012 (inclusive) by L.R.O.
Pages Authorised
Current Authorised Pages
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Note
on
Subsidiary Legislation
This Chapter contains no subsidiary legislation.

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CHAPTER 90:10
SALE OF GOODS ACT

ARRANGEMENT OF SECTIONS
SECTION
1. Short title.
2. Interpretation.
FORMATION OF THE CONTRACT
Contract of Sale
3. Sale and agreement to sell.
4. (1) Capacity to buy and sell.
(2) Necessaries.
Formalities of the Contract
5. Contract of sale, how made.
Subject Matter of Contract
6. Existing or future goods.
7. Goods which have perished.
8. Goods perishing before sale but after agreement to sell.
The Price
9. Ascertainment of price.
10. Agreement to sell at valuation.
Conditions and Warranties
11. Stipulations as to time.
12. When condition to be treated as warranty.
13. Implied condition and warranties.
14. Sale by description.
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SECTION
15. Implied condition as to quality or fitness.
Sale by Sample
16. Sale by sample.
PART II
EFFECTS OF THE CONTRACT
Transfer of Property as between Seller and Buyer
17. Goods must be ascertained.
18. Property passes when intended to pass.
19. Rules for ascertaining intention.
20. Reservation of right of disposal.
21. Risk prima facie passes with property.
Transfer of Title
22. Sale by person not the owner.
23. Goods sold in public market.
24. Sale under voidable title.
25. Revesting of property in stolen goods on conviction of offender.
26. Seller or buyer in possession after sale.
27. Effect of writs of execution.
PART III
PERFORMANCE OF THE CONTRACT
28. Duties of seller and buyer.
29. Payment and delivery are concurrent conditions.
30. Rules as to delivery.
31. Delivery of wrong quantity.
32. Instalment deliveries.
33. Delivery to carrier.
34. Risk where goods are delivered at distant place.
35. Buyer’s right of examining the goods.
36. Acceptance. SECTION
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37. Buyer not bound to return rejected goods.
38. Liability of buyer for neglecting or refusing delivery of goods.

PART IV
RIGHTS OF UNPAID SELLER AGAINST THE GOODS
39. Unpaid seller defined.
40. Unpaid seller’s rights.
UNPAID SELLER’S LIEN
41. Seller’s lien.
42. Part delivery.
43. Termination of lien.
STOPPAGE InTransitu
44. Right of stoppage in transitu.
45. Duration of transit.
46. How stoppage in transitu is effected.
RE-SALE BY BUYER OR SELLER
47. Effect of sub-sale or pledge by buyer.
48. Sale not generally rescinded by lien or stoppage in transitu.
PART V
ACTIONS FOR BREACH OF THE CONTRACT
Remedies of the Seller
49. Action for price.
50. Damages for non-acceptance.
Remedies of the Buyer
51. Damages for non-delivery.
SECTION
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52. Specific performance.
53. Remedy for breach of warranty.
54. Interest and special damages.
PART VI
SUPPLEMENTARY
55. Exclusion of implied terms and conditions.
56. Reasonable time a question of fact.
57. Rights and duties, enforceable by action.
58. Auction sales.
59. Savings.
__________________________
1929 Ed.
c. 65
1953 Ed.
c. 333 _______________________________________________________2
6of 1913
CHAPTER 90:10
SALE OF GOODS ACT

[1ST JANUARY, 1914]

Interpretation.
1. This Act may be cited as the Sale of Goods Act.
2. (1) In this Act—
“action” includes counter-claim and set-off;
“buyer” means a person who buys or agrees to buy goods;
“contract of sale” includes an agreement to sell as well as a
sale;
“delivery” means voluntary transfer of possession from one
person to another;
An Act for codifying the law relating to the Sale of Goods.
Short title.
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“document of title to goods” shall include any bill of lading,
dock warrant, warehouse keeper’s certificate, wharf
warrant 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 authorising or purporting to authorise, either
by endorsement or by delivery, the possession of the
document to transfer or receive goods thereby
represented;
“fault” means wrongful act or default;
“future goods” means goods to be manufactured or acquired
by the seller after the making of the contract of sale;
“goods” includes all movables except money, and includes
growing crops, and things attached to or forming part of
the land, which are agreed to be severed before sale or
under the contract of sale;
“lien” includes the right of retention;
“property” means the general property in goods and not
merely a special property;
“quality of goods” includes their state or condition;
“sale” 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;
“warranty” means an agreement with reference to goods
which are the subject of a contract of sale, but collateral to
the main purpose of that contract, the breach of which
reject the goods and treat the contract as repudiated.
gives rise to a claim for damages, but not to a right to
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Sale and
agreement to
sell.

(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
meaning 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
insolvency or not.
(4) Goods are in “a deliverable state” within the
meaning of this Act when they are in such a state that the
buyer would under the contract be bound to take delivery of
them.
FORMATION OF THE CONTRACT
Contract of Sale
3. (1) A contract of sale of goods is a contract whereby
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
condition thereafter to be fulfilled the contract is called an
agreement to sell.
(4) An agreement to sell becomes a sale when the
time elapses or the conditions are fulfilled subject to which
the property in the goods is to be transferred.
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Capacity to buy
and sell.
Necessaries.

Contract of
sale, how
made.

Existing or
future goods.
4. (1) Capacity to buy and sell is regulated by the
general law concerning capacity to contract and to transfer
and acquire property:
Provided that where necessaries are sold and delivered
to an infant, or to a person who by reason of mental
incapacity or drunkenness is incompetent to contract, he
must pay a reasonable price therefor.
(2) Necessaries in this section mean goods
suitable to the condition in life of the infant or other
person, and to his actual requirements at the time of the sale
and delivery.
Formalities of the Contract
5. Subject to this Act and 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, but nothing in this section shall affect the law
relating to corporations.
Subject Matter of Contract
6. (1) The goods which form the subject of a contract
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.
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Goods which
have perished.

Goods
perishing
before sale but
after agreement
to sell.

Ascertainment
of price.

Agreement to
sell at
valuation.

7. 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.
8. 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.
The Price
9. (1) The price in a contract of sale may be fixed by
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, and what is a reasonable price is a
question of fact dependent on the circumstances of each
particular case.
10. (1) Where there is an agreement to sell goods on
the terms that the price is to be fixed by the valuation of a
third party, and the third party cannot or does not make the
valuation, the agreement is avoided:
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.
(2) Where the 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.
Conditions and Warranties
the contract, or may be left to be fixed in manner thereby
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Stipulation as
to time.

warranty.
[4of1972]

Implied
warranties.
11. (1) Unless a different intention appears from the
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
contract or not depends on the terms of the contract.
(2) In a contract of sale “month” prima facie means
calendar month.
12. (1) Where a contract of sale is subject to any
condition to be fulfilled by the seller, the buyer may waive the
condition, or may elect to treat the breach of the 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
condition, 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 stipulation
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 is 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.
13. In a contract of sale, unless the circumstances of
the contract are such as to show a different intention, there
is—
When condition
to be treated as
condition and
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Sale by
description.
Implied
condition as to
quality or
fitness.
(a) an implied condition on the 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 that
he will have a right to sell the goods
at the time when the property is to
pass;
(b) an implied warranty that the buyer
shall have and enjoy quiet possession
of the goods;
(c) an implied warranty that the goods
shall be free from any charge or
incumbrance in favour of any third
party, not declared or known to the
buyer before or at the time when the
contract is made.
14. 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.
15. Subject to this Act and 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:
(a) where the buyer, expressly or by implication,
makes known to the seller the particular
purpose for which the goods are required,
so as to show that the buyer relies on the
seller’s skill or judgment, and the goods are
of a description which it is in the course of
the seller’s business to supply (whether he
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sample.

be the manufacturer or not), there is an
implied condition that the goods shall be
reasonably fit for that purpose, provided, in
the case of a contract for the sale of a
specified article under its patent or other
trade name, there is no implied condition as
to its fitness for any particular purpose;
(b) where goods are bought by description from
a seller who deals in goods of that
description (whether he be the manufacturer
or not), there is an implied condition that the
goods shall be of merchantable quality:
Provided that if the buyer has examined the goods, there
shall be no implied condition as regards defects which the
examination ought to have revealed;
(c) an implied warranty or condition as to
quality or fitness for a particular purpose
may be annexed by the usage of trade;
(d) an express warranty or condition does
not negative a warranty or condition
implied by this Act unless inconsistent
therewith.
Sale by Sample
16. (1) A contract of sale is a contract for sale by
sample where there is a term in the contract, express or
implied, to that effect.
(2) In the case of a contract for sale by sample,
there is an implied condition—
(a) that the bulk shall correspond with
the sample in quality;
(b) that the buyer shall have a reasonable
Sale by
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ascertained.

Property
pass.

ascertaining
intention.

opportunity of comparing the bulk
with the sample;
(c) that the goods shall be free from any
defect, rendering them unmer-
chantable, which would not be
apparent on reasonable examination
of the sample.
PART II
EFFECTS OF THE CONTRACT
Transfer of Property as between Seller and Buyer
17. 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.
18. (1) Where there is a contract for the sale of
specific or ascertained goods, the property in them is
transferred to the buyer at the time at which 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.
19. Unless a different intention appears, the following
are rules for ascertaining the intention of the parties as to the
time at which the property in the goods is to pass to the
buyer.
Rule one - Where there is an unconditional contract
for the sale 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
payment or the time of delivery, or both, be postponed.
Rule two - Where there is a contract for the sale of
Goods must be
passes when
intended to
Rules for
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specific goods and the seller is bound to do something to
the goods, for the purpose of putting them into a
deliverable state, the property does not pass until that
thing is done and the buyer has notice thereof.
Rule three - 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
that act or thing is done, and the buyer has notice thereof.
Rule four - 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
acceptance 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 that time, and, if no time
has been fixed, on the expiration of a
reasonable time, and what is a
reasonable time is a question of fact.
Rule five –
(a) Where there is a contract for the sale
of unascertained or future goods by
description, and goods of that
description and in a deliverable state
are unconditionally appropriated to
the contract, either by the seller with
the assent of the buyer, or by the
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Reservation of
right of
disposal.
buyer with the assent of the seller, the
property in the goods thereupon
passes to the buyer, and that assent
may be expressed or implied and may
be given either before or after the
appropriation is made;
(b) 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 unconditionally
appropriated the goods to the
contract.
20. (1) Where there is a contract for the sale of 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 that case, notwithstanding
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, and 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
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Risk prima facie
passes with
property.

Sale by person
not the owner.

c. 49:01
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.
21. 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—
(a) 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 that fault; and
(b) 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.
Transfer of Title
22. (1) Subject to 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) Nothing in this Act shall affect—
(a) the provisions of the Guyana
Shipping Act, or any enactment,
enabling the apparent owner of goods
to dispose of them as if he were the
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Goods sold in
public market.

Sale under
voidable title.

Revesting of
property in
stolen goods on
conviction of
offender.

Seller or buyer
in possession
after sale.
true owner thereof;
(b) 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.
23. Where goods are sold in any public market held
under the authority of the Government or otherwise in
accordance with the law according to the usage of the market,
the buyer acquires a good title to the goods, provided he buys
them in good faith and without notice of any defect or want
of title on the part of the seller.
24. 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
defect of title.
25. (1) Where goods have been stolen and the
offender is prosecuted to conviction, the property in the
goods so stolen revests in the person who was the owner
of the goods or his personal representative,
notwithstanding any intermediate dealing with them,
whether by sale in public market or otherwise.
(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
those goods shall not revest in the person who was the owner
of the goods or his personal representative by reason only of
the conviction of the offender.
26. (1) Where a person having sold goods
continues or is in possession of the goods, or of the
documents of title thereto, the delivery or transfer by that
person, or by a mercantile agent acting for him, of the goods
buys them in good faith and without notice of the seller’s
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Effect of writs
of execution.
or documents of title under any sale, pledge, or other
disposition thereof, to any person receiving them in good
faith and without notice of the previous sale, shall have the
same effect as if the person making the delivery or transfer
were expressly authorised by the owner of the goods to make
it.
(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 them 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”
means a mercantile agent having, in the customary course of
his business as that 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 of execution against goods shall bind the
property in the goods of the execution debtor as from the
time when the writ is delivered to the marshal or bailiff to be
executed; and, for the better manifestation of that time, it shall
be the duty of the marshal or bailiff, without fee, upon the
receipt of the writ to endorse upon the back thereof the hour,
day, month, and year when he received it:
Provided that the writ shall not prejudice the title to the
goods acquired by any person in good faith and for valuable
consideration, unless that person had, at the time when he
acquired his title, notice that the 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
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Duties of seller
and buyer.

Payment and
delivery are
concurrent
conditions.

Rules as to
delivery.
unexecuted in the hands of, the marshal or bailiff.
PART III
PERFORMANCE OF THE CONTRACT
28. 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.
29. 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.
30. (1) Whether it is for the buyer to take possession
of the goods, or for the seller to send them to the buyer, is a
question depending in each case on the contract, express or
implied, between the parties. Apart from the contract, express
or implied, the place of delivery is the seller’s place of
business, if he have 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
possession of a third person, there is no delivery by seller to
buyer unless and until the third person acknowledges to the
buyer that he holds the goods on the buyer’s behalf, but
nothing in this section shall affect the operation of the issue or
transfer of any document of title to goods.
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Delivery of
wrong
quantity.

Instalment
deliveries.
(4) Demand or tender of delivery may be treated as
ineffectual unless made at a reasonable hour, and what is a
reasonable hour is a question of fact.
(5) Unless otherwise agreed, the expenses of and
incidental to putting the goods into a deliverable state must
be borne by the seller.
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 so
delivered he must pay for them at the contract rate.
(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 contract
rate.
(3) Where the seller delivers to the buyer the
goods he contracted to sell mixed with goods of different
description 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) This section is subject to any usage of trade,
special agreement, or course of dealing between the parties.
32. (1) Unless otherwise agreed, the buyer of goods 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 thebuyer 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
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Delivery to
carrier.

Risk where
goods are
delivered at
distant place.

examining the
goods.
and the circumstances 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 compensation but
not to a right to treat the whole contract as repudiated.
33. (1) Where, in pursuance of a contract of sale, the
seller is authorised 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
omit to do so and the goods are lost or damaged in 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, in
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 that transit.
34. 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.
35. (1) Where goods are delivered to the buyer which
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
ascertaining whether they are in conformity with the contract.
(2) Unless otherwise agreed, when the seller tenders
Buyer’s right of
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Acceptance.
[4 of 1972]

Buyer not
bound to return
rejected goods.

Liability of
buyer for
neglecting or
refusing
delivery of
goods.

Unpaid seller
defined.
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.
36. The buyer is deemed to have accepted the goods
when he intimates to the seller that he has accepted them, or
(except where section 35 otherwise provides) 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. Unless otherwise agreed, where goods are
delivered to the buyer, and he refuses to accept them, having
the right to do so, 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. 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 that 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.
PART IV
RIGHTS OF UNPAID SELLER AGAINST THE GOODS
39. (1) The seller of goods is deemed to be an “unpaid
seller” within the meaning of this Act—
(a) when the whole of the price has not
been paid or tendered;
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Unpaid seller’s
right.

(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
endorsed, or a consignor or agent who has himself paid, or is
directly responsible for, the price.
40. (1) Subject to this Act and any Act 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.
(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 property has passed to the buyer.

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(c)by waiver thereof.
obtains possession of the goods;
(b) when the buyer or his agent lawfully
disposal of the goods;
buyer without reserving the right of
purpose of transmission to the
carrier or other bailee for the
(a) when he delivers the goods to a
right of retention thereon—
43. (1) The unpaid seller of goods loses his lien or
right of retention.
circumstances showing an agreement to waive the lien or
remainder, unless the part delivery has been made in
the goods he may exercise his right of lien or retention on the
42. Where an unpaid seller has made part delivery of
or bailee for the buyer.
notwithstanding that he is in possession of the goods as agent
(2) The seller may exercise his right of lien
(c) where the buyer becomes insolvent.
expired;
credit, but the term of credit has
(b) where the goods have been sold on
without any stipulation as to credit;
(a) where the goods have been sold
cases:
of them until payment or tender of the price in the following
who is in possession of them is entitled to retain possession
41. (1) Subject to this Act, the unpaid seller of goods

lien.
Termination of
Part delivery.

Seller’s lien.
UNPAID SELLER’S LIEN
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Right of
stoppage in
transitu.

Duration of
transit.
(2) The unpaid seller of goods having a lien or
right of retention thereon does not lose his lien or right of
retention by reason only that he has obtained judgment or
decree for the price of the goods.
STOPPAGE in transitu
44. Subject to 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.
45. (1) Goods are deemed to be in course 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 the 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
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How stoppage
in transituis
effected.

Effect of sub-
sale or pledge
by buyer.
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 the part delivery
has been made in circumstances showing an agreement to
give up possession of the whole of the goods.
46. (1) The unpaid seller may exercise his right of
stoppage in transitu either by taking actual possession of the
goods or by giving notice of his claim to the carrier or other
bailee in whose possession the goods are.
(2) That 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
in 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.
(3) 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
directions of, the seller, and the expenses of the re-delivery
must be borne by the seller.
RE-SALE BY BUYER OR SELLER
47. Subject to 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 has made,
unless the seller has assented thereto:
Provided that where a document of title to goods has
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Sale not
generally
rescinded by
lien or
stoppage in
transitu.

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. (1) Subject to this section, a contract of sale is not
rescinded by the mere exercise of an 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.
(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.

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Action for
price.
Damages for
non-
acceptance.

Damages for
non-delivery.
PART V
ACTIONS FOR BREACH OF THE CONTRACT
Remedies of the Seller
49. (1) Where, under a contract of sale, the property in
the goods has passed to the buyer, and the buyer wrongfully
neglects or refuses to pay for them according to the terms of
the contract, the seller may maintain an action against him for
their price.
(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 it, the seller may
maintain an action for it, 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 refuses
to accept and pay for the goods, the seller may maintain 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
ascertained 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.
Remedies of the Buyer
51. (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.
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Specific
performance.
Remedy for
breach of
warranty.
(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 ascertained 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. (1) 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.
(2) The judgment or decree may be unconditional,
or upon terms and conditions as to damages, payment of
the price, and otherwise, to the court seeming 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 that 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
warranty.
(b) maintain an action against the seller
for damages for the breach of
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Interest and
special
damages.
Exclusion of
implied terms
and conditions.

Reasonable
time a question
of fact.
Rights and
duties,
enforceable by
action.
Auction sales.
(2) The measure of damages for breach of warranty
is the estimated loss directly and naturally resulting, in the
ordinary course of events, from that breach.
(3) In the case of breach of warranty of quality that
loss is prima facie the difference between the value of the
goods 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 on 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
buyer or the seller to recover interest or special damages in
any case where by law interest or special damages are
recoverable, or to recover money paid where the
consideration for the payment of it has failed.
PART VI
SUPPLEMENTARY
55. Where any right, duty, or liability would arise
under a contract of sale by implication of law, it may be
negativated 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
reasonable time the question what is a reasonable time is a
question of fact.
57. Where any right, duty, or liability is declared by
this Act, it may, unless otherwise by this Act provided, be
enforced by action.
58. In the case of a sale by auction—
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Savings.
(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;
(b) a sale by auction is complete when the
auctioneer announces its completion
by the fall of the hammer, or in other
customary manner, and until that
announcement is made any bidder
may retract his bid;
the seller, the seller may not bid
at the sale, nor may the auctioneer
knowingly take any bid from the
seller or that person, and 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 reserved or upset price,
and a right to bid may also be
reserved expressly by or on behalf of
the seller;
(e) 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.
59. (1) The rules in insolvency relating to contracts of
sale shall continue to apply thereto, notwithstanding anything
in this Act contained.
(2) The rules of the English law, including the law
merchant, except in so far as they are inconsistent with the
be subject to a right to bid on behalf of
himself or employ any person to bid
(c) where a sale by auction is not notified to
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express provisions of this Act, and in particular the rules
relating to the law of principal and agent, warranty,
suretyship, and the effect of fraud, misrepresentation, duress
or coercion, mistake, or other invalidating cause, shall apply
to contracts for the sale of goods, and the rules of the Roman
Dutch law shall not apply.
(3) 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.
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