Sale of Goods Act 1983

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AT 9 of 1983

SALE OF GOODS ACT 1983

Sale of Goods Act 1983 Index


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c i e
SALE OF GOODS ACT 1983

Index Section Page

PART I – CONTRACTS TO WHICH ACT APPLIES 7

1 Contracts to which Act applies ..................................................................................... 7
PART II – FORMATION OF THE CONTRACT 8

Contract of sale 8

2 Contract of sale ................................................................................................................ 8
3 Capacity to buy and sell................................................................................................. 8
Formalities of contract 8

4 How contract of sale is made ........................................................................................ 8
Subject matter of contract 9

5 Existing or future goods ................................................................................................ 9
6 Goods which have perished .......................................................................................... 9
7 Goods perishing before sale but after agreement to sell ........................................... 9
The price 9

8 Ascertainment of price ................................................................................................... 9
9 Agreement to sell at valuation ...................................................................................... 9
Conditions and warranties 10

10 Stipulations about time ................................................................................................ 10
11 When condition to be treated as warranty ................................................................ 10
11A Special provisions as to conditional sale agreements .............................................. 11
12 to 15 ... ............................................................................................................................. 11
PART III – EFFECTS OF THE CONTRACT 11

Transfer of property as between seller and buyer 11

16 Goods must be ascertained.......................................................................................... 11
17 Property passes when intended to pass .................................................................... 12
18 Rules for ascertaining intention .................................................................................. 12
19 Reservation of right of disposal .................................................................................. 13
20 Risk prima facie passes with property ....................................................................... 14
Index Sale of Goods Act 1983


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20A Undivided share in goods forming part of a bulk ................................................... 14
20B Deemed consent by co-owner to dealings in bulk goods ....................................... 15
Transfer of title 15

21 Sale by person not the owner ..................................................................................... 15
22 Market overt .................................................................................................................. 16
23 Sale under voidable title .............................................................................................. 16
24 Seller in possession after sale ...................................................................................... 16
25 Buyer in possession after sale ..................................................................................... 16
26 Supplementary to sections 24 and 25 ........................................................................ 16
PART IV – PERFORMANCE OF THE CONTRACT 17

27 Duties of seller and buyer ........................................................................................... 17
28 Payment and delivery are concurrent conditions .................................................... 17
29 Rules about delivery .................................................................................................... 17
30 Delivery of wrong quantity ........................................................................................ 18
31 Instalment deliveries .................................................................................................... 18
32 Delivery to carrier ........................................................................................................ 19
33 Risk where goods are delivered at distant place ..................................................... 19
34 Buyer’s right of examining the goods ....................................................................... 19
35 Acceptance .................................................................................................................... 19
35A Right of partial rejection .............................................................................................. 20
36 Buyer not bound to return rejected goods ................................................................ 21
37 Buyer’s liability for not taking delivery of goods .................................................... 21
PART V – RIGHTS OF UNPAID SELLER AGAINST THE GOODS 21

Preliminary 21

38 Unpaid seller defined .................................................................................................. 21
39 Unpaid seller’s rights ................................................................................................... 22
Unpaid seller’s lien 22

40 Seller’s lien ..................................................................................................................... 22
41 Part delivery .................................................................................................................. 22
42 Termination of lien ....................................................................................................... 22
Stoppage in transit 23

43 Right of stoppage in transit ......................................................................................... 23
44 Duration of transit ........................................................................................................ 23
45 How stoppage in transit is effected ........................................................................... 24
Re-sale etc. by buyer 24

46 Effect of sub-sale, etc by buyer ................................................................................... 24
Rescission: and re-sale by seller 25

47 Rescission and re-sale by seller .................................................................................. 25
PART VI – ACTIONS FOR BREACH OF THE CONTRACT 25

Seller’s remedies 25

48 Action for price ............................................................................................................. 25
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49 Damages for non-acceptance ...................................................................................... 25
Buyer’s remedies 26

50 Damages for non-delivery ........................................................................................... 26
51 Specific performance .................................................................................................... 26
52 Remedy for breach of warranty .................................................................................. 26
Interest, etc. 27

53 Interest, etc ..................................................................................................................... 27
PART VII – SUPPLEMENTARY 27

54 Exclusion of implied terms .......................................................................................... 27
55 Conflict of laws ............................................................................................................. 28
56 Auction sales ................................................................................................................. 28
57 Reasonable time a question of fact ............................................................................. 28
58 Rights etc enforceable by action ................................................................................. 28
59 Interpretation ................................................................................................................. 28
60 Savings: rules of law etc ............................................................................................... 30
61 Consequential amendments, repeals and savings ................................................... 30
62 Short title and commencement ................................................................................... 30
SCHEDULE 1 31

MODIFICATION OF ACT FOR CERTAIN CONTRACTS 31
SCHEDULE 2 35

CONSEQUENTIAL AMENDMENTS 35
SCHEDULE 3 35

ENDNOTES 37

TABLE OF LEGISLATION HISTORY 37
TABLE OF RENUMBERED PROVISIONS 37
TABLE OF ENDNOTE REFERENCES 37

Sale of Goods Act 1983 Section 1


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c i e
SALE OF GOODS ACT 1983

Received Royal Assent: 13 June 1983
Passed: 21 June 1983
Commenced: 1 July 1983
AN ACT
to consolidate the law relating to the sale of goods.
GENERAL NOTE:
References to a Board of Tynwald are to be construed in accordance
with the Government Departments Act 1987 s 7.
PART I – CONTRACTS TO WHICH ACT APPLIES

1 Contracts to which Act applies

[P1979/54/1]
(1) This Act applies to contracts of sale of goods made on or after (but not to
those made before) 5th July 1895.
(2) In relation to contracts made on certain dates, this Act applies subject to
the modification of certain of its sections as mentioned in Schedule 1.
(3) Any such modification is indicated in the section concerned by a
reference to Schedule 1.
(4) Accordingly, where a section does not contain such a reference, this Act
applies in relation to the contract concerned without such modification of
the section.
Section 2 Sale of Goods Act 1983


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PART II – FORMATION OF THE CONTRACT

Contract of sale
2 Contract of sale

[VI p618/5; P1979/54/2]
(1) A contract of sale of goods is a contract by which the seller transfers or
agrees to transfer the property in goods to the buyer for a money
consideration, called the price.
(2) There may be a contract of sale between one part owner and another.
(3) A contract of sale may be absolute or conditional.
(4) 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
”.
(5) Where under a contract of sale the transfer of the property in the goods is
to take place at a future time or subject to some condition later to be
fulfilled the contract is called an “agreement to sell
”.
(6) 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.
3 Capacity to buy and sell

[VI p618/4; P1979/54/3]
(1) Capacity to buy and sell is regulated by the general law concerning
capacity to contract and to transfer and acquire property.
(2) Where necessaries are sold and delivered to a minor or to a person who
by reason of mental incapacity or drunkenness is incompetent to
contract, he must pay a reasonable price for them.
(3) In subsection (2) “necessaries” means goods suitable to the condition in
life of the minor or other person concerned and to his actual
requirements at the time of the sale and delivery.
Formalities of contract
4 How contract of sale is made

[VI p618/5; P1979/54/4]
(1) Subject to this and any other Act, a contract of sale may be made in
writing 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.
(2) Nothing in this section affects the law relating to corporations.
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Subject matter of contract
5 Existing or future goods

[VI p618/7; P1979/54/5]
(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 him after the making of the contract of sale,
in this Act called “future goods”
.
(2) There may be a contract for the sa le of goods the acquisition of which
by the seller depends on 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.
6 Goods which have perished

[VI p618/8; P1979/54/6]
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.
7 Goods perishing before sale but after agreement to sell

[VI p618/9; P1979/54/7]
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 avoided.
The price
8 Ascertainment of price

[VI p618/10; P1979/54/8]
(1) The price in a contract of sale may be fixed by the contract, or may be left
to be fixed in a manner agreed by the contract, or may be determined by
the course of dealing between the parties.
(2) Where the price is not determined as mentioned in subsection (1) the
buyer must pay a reasonable price.
(3) What is a reasonable price is a question of fact dependent on the
circumstances of each particular case.
9 Agreement to sell at valuation

[VI p618/11; P1979/54/9]
(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 he cannot or does not
Section 10 Sale of Goods Act 1983


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make the valuation, the agreement is avoided; but if the goods or any
part of them have been delivered to and appropriated by the buyer he
must pay a reasonable price for them.
(2) Where the third party is prevented from making the valuation by the
fault of the seller or buyer, the party not at fault may maintain an action
for damages against the party at fault.
Conditions and warranties
10 Stipulations about time

[VI p618/12; P1974/54/10]
(1) Unless a different intention appears from the terms of the contract,
stipulations as to time of payment are not of the essence of a contract of
sale.
(2) Whether any other stipulation as to time is or is not of the essence of the
contract depends on the terms of the contract.
(3) In a contract of sale “month” prima facie means calendar month.
11 When condition to be treated as warranty

[VI p618/13; 1980/23/21; P1979/54/11]
(1) Where a contract of sale is subject to a 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; and a
stipulation may be a condition, though called a warranty in the contract.
(3) Subject to section 35A, where a contract of sale is not severable and the
buyer has accepted the goods or part of them, the breach of a 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 an express or implied term of the contract to
that effect.1

(4) Nothing in this section affects a condition or warranty whose fulfilment
is excused by law by reason of impossibility or otherwise.
(5) Paragraph 2 of Schedule 1 applies in relation to a contract made before
1st July 1981.
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11A Special provisions as to conditional sale agreements

[1976/8/14; P1973/13/14]
(1) Section 11(3) does not apply to a conditional sale agreement where the
buyer deals as consumer.
(2) A breach of a condition (whether express or implied) to be fulfilled by
the seller under any such agreement shall be treated as a breach of
warranty, and not as grounds for rejecting the goods and treating the
agreement as repudiated, if (but only if) it would have fallen to be so
treated had the condition been contained or implied in a corresponding
hire-purchase agreement as a condition to be fulfilled by the owner.
(3) In this section —
“conditional sale agreement” means a contract for sale under which —
(i) the price or part of it is payable by instalments, and
(ii) the property in the goods is to remain in the seller (even
though the buyer is to be in possession of the goods) until
such conditions as to the payment of instalments or
otherwise as may be specified in the agreement are
fulfilled;
“corresponding hire-purchase agreement”, in relation to a conditional sale
agreement, means a hire-purchase agreement relating to the same goods
as the conditional sale agreement and made between the same parties
and at he same time and in the same circumstances and, as nearly as may
be, in the same terms as the conditional sale agreement;
“deals as consumer” has the meaning given by section 14 of the
Misrepresentation and Unfair Contract Terms Act 1980.2

12 to 15 ...
3

PART III – EFFECTS OF THE CONTRACT

Transfer of property as between seller and buyer
16 Goods must be ascertained

[VI p618/18; P1979/54/16]
Subject to section 20A, 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.4

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17 Property passes when intended to pass

[VI p618/19; P1974/54/17]
(1) Where there is a contract for the sale of specific or ascertained goods the
property in them is transferred to the buyer at such time as the parties to
the contract intend it to be transferred.
(2) For the purposes 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.
18 Rules for ascertaining intention

[VI p618/20; P1979/54/18; 1995/28/1]
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 1 - 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 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
a deliverable state, the property does not pass until the thing is done and
the buyer has notice that it has been done.
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 the act or thing is done and the
buyer has notice that it has been done.
Rule 4 - When goods are delivered to the buyer on approval or on sale or return
or other similar terms the property in the goods 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 goods, on the expiration of that
time, and, if no time has been fixed, on the expiration of a
reasonable time.
Rule 5 - (1) 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 buyer with the assent of the seller,
the property in the goods then passes to the buyer; and the assent may be
Sale of Goods Act 1983 Section 19


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express or implied, and may be given either before or after the
appropriation is made.
(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 to be taken to have unconditionally appropriated
the goods to the contract.
(3) Where there is a contract for the sale of a specified quantity of
unascertained goods in a deliverable state forming part of a bulk which
is identified either in the contract or by subsequent agreement between
the parties, and the bulk is reduced to (or to less than) that quantity,
then, if the buyer under that contract is the only buyer to whom goods
are then due out of the bulk —
(a) the remaining goods are to be taken as appropriated to that
contract at the time when the bulk is so reduced, and
(b) the property in those goods then passes to that buyer.5

(4) Paragraph (3) applies also (with the necessary modifications) where a
bulk is reduced to (or to less than) the aggregate of the quantities due to
a single buyer under separate contracts relating to that bulk and he is the
only buyer to whom goods are then due out of that bulk.6

19 Reservation of right of disposal

[VI p618/21; P1979/54/19]
(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; and in such 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
to be taken 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.
Section 20 Sale of Goods Act 1983


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20 Risk prima facie passes with property

[VI p618/22; P1979/54/20]
(1) Unless otherwise agreed, the goods remain at the seller’s risk until the
property in them is transferred to the buyer, but when the property in
them is transferred to the buyer the goods are at the buyer’s risk whether
delivery has been made or not.
(2) But where delivery has been delayed through the fault of either buyer or
seller the goods are at the risk of the party at fault as regards any loss
which might not have occurred but for such fault.
(3) Nothing in this section affects the duties or liabilities of either seller or
buyer as a bailee of the goods of the other party.
20A Undivided share in goods forming part of a bulk

[P1979/54/20A; P1995/28/1]
(1) This section applies to a contract for the sale of a specified quantity of
unascertained goods if the following conditions are met —
(a) the goods or some of them form part of a bulk which is identified
either in the contract or by subsequent agreement between the
parties; and
(b) the buyer has paid the price for some or all of the goods which are
the subject of the contract and which form part of bulk.
(2) Where this section applies, then (unless the parties agree otherwise), as
soon as the conditions specified in subsection (1)(a) and (b) are met or at
such later time as the parties may agree —
(a) the property in an undivided share in the bulk is transferred to
the buyer, and
(b) the buyer becomes an owner in common of the bulk.
(3) Subject to subsection (4), for the purposes of this section, the undivided
share of a buyer in a bulk at any time shall be such share as the quantity
of goods paid for and due to the buyer out of the bulk bears to the
quantity of goods in the bulk at that time.
(4) Where the aggregate of the undivided shares of buyers in a bulk
determined under subsection (3) would at any time exceed the whole of
the bulk at that time, the undivided share in the bulk of each buyer shall
be reduced proportionately so that the aggregate of the undivided shares
is equal to the whole bulk.
(5) Where a buyer has paid the price for only some of the goods due to him
out of a bulk, any delivery to the buyer out of the bulk shall, for the
purposes of this section be ascribed in the first place to the goods in
respect of which payment has been made.
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(6) For the purposes of this section payment of part of the price for any
goods shall be treated as payment for a corresponding part of the goods.7

20B Deemed consent by co-owner to dealings in bulk goods

[P1979/54/20B; P1995/28/1]
(1) A person who has become an owner in common of a bulk by virtue of
section 20A shall be deemed to have consented to —
(a) any delivery of goods out of the bulk to any other owner in
common of the bulk, being goods which are due to him under his
contract;
(b) any dealing with or removal, delivery or disposal of goods in the
bulk by any other person who is an owner in common of the bulk
in so far as the goods fall within that co-owner’s share in the bulk
at the time of the dealing, removal, delivery or disposal.
(2) No cause of action shall accrue to anyone against a person by reason of
that person having acted in accordance with subsection (1)(a) or (b) in
reliance in any consent deemed to have been given under that
subsection.
(3) Nothing in this section or section 20A shall —
(a) impose an obligation on a buyer of goods out of a bulk to
compensate any other buyer of goods out of that bulk for any
shortfall in the goods received by that other buyer;
(b) affect any contractual arrangement between buyers of goods out
of a bulk for adjustments between themselves; or
(c) affect the rights of any buyer under his contract.8

Transfer of title
21 Sale by person not the owner

[VI p618/23; P1979/54/21]
(1) Subject to this Act, where goods are sold by a person who is not their
owner, 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 affects —
(a) any enactment enabling the apparent owner of goods to dispose
of them as if he were their true owner;
(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.
Section 22 Sale of Goods Act 1983


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22 Market overt

Paragraph 7 of Schedule 1 applies in relation to a contract made before 1st July
1983, so as to make provision for sales in market overt.
23 Sale under voidable title

[VI 618/25; P1979/54/23]
When the seller of goods has a voidable title to them, 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.
24 Seller in possession after sale

[VI p618/27(1); P1979/54/24]
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, has the same effect as if
the person making the delivery or transfer were expressly authorised by the
owner of the goods to make the same.
25 Buyer in possession after sale

[VI p618/27(2); P1979/54/25]
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, has 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.
26 Supplementary to sections 24 and 25

[VI p618/1; P1979/54/26]
In sections 24 and 25 “mercantile agent”
means a mercantile agent having in the
customary course of his business as such agent authority either —
(a) to sell goods, or
(b) to consign goods for the purpose of sale, or
(c) to buy goods, or
(d) to raise money on the security of goods.
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PART IV – PERFORMANCE OF THE CONTRACT

27 Duties of seller and buyer

[VI p618/28; P1979/54/27]
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.
28 Payment and delivery are concurrent conditions

[VI p618/29; P1979/54/28]
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.
29 Rules about delivery

[VI p618/30; P1979/54/29]
(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.
(2) 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;
except that, if the contract is 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.
(3) 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.
(4) 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 his behalf;
but nothing in this section affects the operation of the issue or transfer of
any document of title to goods.
(5) 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.
(6) Unless otherwise agreed, the expenses of and incidental to putting the
goods into a deliverable state must be borne by the seller.
Section 30 Sale of Goods Act 1983


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30 Delivery of wrong quantity

[VI p618/31; P1979/54/30]
(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.
(2A) A buyer who does not deal as consumer may not —
(a) where the seller delivers a quantity of goods less than he
contracted to sell, reject the goods under subsection (1); or
(b) where the seller delivers a quantity of goods greater than he
contracted to sell, reject the whole under subsection (1),
if the shortfall or excess, as the case may be, is so slight that it would be
unreasonable for him to do so.9

(2B) It is for the seller to show that the shortfall or excess fell within
subsection (2A).10

(3) Where the seller delivers to the buyer a quantity of goods larger than he
contracted to sell and the buyer accepts the whole of the goods so
delivered he must pay for them at the contract rate.
(4) [Repealed]11

(5) This section is subject to any usage of trade, special agreement, or course
of dealing between the parties.
31 Instalment deliveries

[VI p618/32; P1979/54/31]
(1) Unless otherwise agreed, the buyer of goods is not bound to accept
delivery of them 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 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.
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32 Delivery to carrier

[VI p618/33; P1979/54/32]
(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; and if the seller omits 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, 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 are at his risk during such sea transit.
33 Risk where goods are delivered at distant place

[VI p618/34; P1979/54/33]
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.
34 Buyer’s right of examining the goods

[1983/9/34; P1979/54/34; P1994/35/2]
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 —
(a) of examining the goods for the purpose of ascertaining whether
they are in conformity with the contract, and
(b) in the case of a contract for sale by sample, of comparing the bulk
with the sample.12

35 Acceptance

[1983/9/35; P1979/54/35; P1994/35/2]
(1) Subject to subsection (2), the buyer is deemed to have accepted the
goods —
(a) when he intimates to the seller that he has accepted them, or
Section 35 Sale of Goods Act 1983


Page 20 AT 9 of 1983 c

(b) 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.
(2) Where goods are delivered to the buyer, and he has not previously
examined them, he is not deemed to have accepted them under
subsection (1) until he has had a reasonable opportunity of examining
them for the purpose —
(a) of ascertaining whether they are in conformity with the contract,
and
(b) in the case of a contract for sale by sample, of comparing the bulk
with the sample.
(3) Where the buyer deals as consumer, the buyer cannot lose his right to
rely on subsection (2) by agreement, waiver or otherwise.
(4) A buyer is also deemed to have accepted the goods when after the lapse
of a reasonable time he retains the goods without intimating to the seller
that he has rejected them.
(5) The questions that are material in determining for the purposes of
subsection (4) whether a reasonable time has elapsed include whether
the buyer has had a reasonable opportunity of examining the goods for
the purpose mentioned in subsection (2).
(6) The buyer is not by virtue of this section deemed to have accepted the
goods merely because —
(a) he asks for, or agrees to, their repair by or under an arrangement
with the seller, or
(b) the goods are delivered to another under a sub-sale or other
disposition.
(7) Where the contract is for the sale of goods making one or more
commercial units, a buyer accepting any goods included in a unit is
deemed to have accepted all the goods making the unit; and in this
subsection ‘commercial unit’ means a unit division of which would
materially impair the value of the goods or the character of the unit.13

35A Right of partial rejection

[P1979/54/35A; P1994/35/3]
(1) If the buyer —
(a) has the right to reject the goods by reason of a breach on the part
of the seller that affects some or all of them, but
(b) accepts some of the goods, including, where there are any goods
unaffected by the breach, all such goods,
he does not by accepting them lose his right to reject the rest.
Sale of Goods Act 1983 Section 36


c AT 9 of 1983 Page 21

(2) In the case of a buyer having the right to reject an instalment of the
goods, subsection (1) applies as if references to the goods were references
to the goods comprised in the instalment.
(3) For the purpose of subsection (1), goods are affected by a breach if by
reason of the breach they are not in conformity with the contract.
(4) This section applies unless a contrary intention appears in, or is to be
implied from, the contract.14

36 Buyer not bound to return rejected goods

[VI p618/37; P1979/54/36]
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.
37 Buyer’s liability for not taking delivery of goods

[VI p618/38; P1979/54/37]
(1) 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 such 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.
(2) Nothing in this section affects 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 – RIGHTS OF UNPAID SELLER AGAINST THE

GOODS

Preliminary
38 Unpaid seller defined

[VI p618/39; P1979/54/38]
(1) The seller of goods is an unpaid 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 “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
Section 39 Sale of Goods Act 1983


Page 22 AT 9 of 1983 c

indorsed, or a consignor or agent who has himself paid (or is directly
responsible for) the price.
39 Unpaid seller’s rights

[VI p618/40; P1979/54/39]
(1) Subject to this and any other Act, 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 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 transit 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 transit where the property has passed to the buyer.
Unpaid seller’s lien
40 Seller’s lien

[VI p618/41; P1979/54/41]
(1) Subject to this Act, the unpaid 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 —
(a) where the goods have been sold without any stipulation as to
credit;
(b) 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 lien notwithstanding that he is in possession
of the goods as agent or bailee for the buyer.
41 Part delivery

[VI p618/42; P1979/54/42]
Where an unpaid seller has made part delivery of the goods, he may exercise his
lien on the remainder, unless such part delivery has been made under such
circumstances as to show an agreement to waive the lien.
42 Termination of lien

[VI p618/43; P1979/54/43]
(1) The unpaid seller of goods loses his lien in respect of them —
Sale of Goods Act 1983 Section 43


c AT 9 of 1983 Page 23

(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;
(b) when the buyer or his agent lawfully obtains possession of the
goods;
(c) by waiver of the lien or right of retention.
(2) An unpaid seller of goods who has a lien in respect of them does not lose
his lien by reason only that he has obtained judgment for the price of the
goods.
Stoppage in transit
43 Right of stoppage in transit

[VI p618/44; P1979/54/44]
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 transit, 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.
44 Duration of transit

[VI p618/45; P1979/54/45]
(1) Goods are deemed to be in course of transit from the time when they are
delivered to a carrier 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 of the particular case whether
they are in the possession of the master as a carrier or as agent to the
buyer.
Section 45 Sale of Goods Act 1983


Page 24 AT 9 of 1983 c

(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 transit,
unless such part delivery has been made under such circumstances as to
show an agreement to give up possession of the whole of the goods.
45 How stoppage in transit is effected

[VI p618/46; P1979/54/46]
(1) The unpaid seller may exercise his right of stoppage in transit 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) The notice may be given either to the person in actual possession of the
goods or to his principal.
(3) If given to the principal, the notice is ineffective unless 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.
(4) When notice of stoppage in transit 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 etc. by buyer
46 Effect of sub-sale, etc by buyer

[VI p618/47; P1979/54/47]
(1) Subject to this Act, the unpaid seller’s right of lien or stoppage in transit
is not affected by any sale or other disposition of the goods which the
buyer may have made, unless the seller has assented to it.
(2) 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 it in good faith and for valuable
consideration, then —
(a) if the last-mentioned transfer was by way of sale the unpaid
seller’s right of lien or stoppage in transit is defeated; and
(b) if the last-mentioned transfer was made by way of pledge or other
disposition for value, the unpaid seller’s right of lien or stoppage
in transit can only be exercised subject to the rights of the
transferee.
Sale of Goods Act 1983 Section 47


c AT 9 of 1983 Page 25

Rescission: and re-sale by seller
47 Rescission and re-sale by seller

[VI p618/48; P1979/54/48]
(1) Subject to this section, a contract of sale is not rescinded by the mere
exercise by an unpaid seller of his right of lien or stoppage in transit.
(2) Where an unpaid seller who has exercised his right of lien or stoppage in
transit re-sells the goods, the buyer acquires a good title to them 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 the 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 rescinded but without prejudice to any
claim the seller may have for damages.
PART VI – ACTIONS FOR BREACH OF THE CONTRACT

Seller’s remedies
48 Action for price

[VI p618/49; P1979/54/49]
(1) Where, under a contract of sale, the property in the goods has passed to
the buyer and he wrongfully 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.
49 Damages for non-acceptance

[VI p618/50; P1979/54/50]
(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.
Section 50 Sale of Goods Act 1983


Page 26 AT 9 of 1983 c

(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) at the time of the refusal to accept.
Buyer’s remedies
50 Damages for non-delivery

[VI p618/51; P1979/54/51]
(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.
(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) at
the time of the refusal to deliver.
51 Specific performance

[VI p618/52; P1979/54/52]
(1) In any action for breach of contract to deliver specific or ascertained
goods the court may, if it thinks fit, on the plaintiff’s application, by its
judgment direct that the contract shall be performed specifically, without
giving the defendant the option of retaining the goods on payment of
damages.
(2) The plaintiff’s application may be made at any time before the judgment.
(3) The judgment may be unconditional, or on such terms and conditions as
to damages, payment of the price and otherwise as seem just to the court.
52 Remedy for breach of warranty

[VI p 18/53; P1979/54/53]
(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 —
Sale of Goods Act 1983 Section 53


c AT 9 of 1983 Page 27

(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 at the time of delivery to the
buyer and the value they would have had if they had fulfilled 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.
Interest, etc.
53 Interest, etc

[VI p618/54; P1979/54/54]
Nothing in this Act affects the right of the buyer or the seller to recover interest
or special damages in any case where by law interest or special damages may be
recoverable, or to recover money paid where the consideration for the payment
of it has failed.
PART VII – SUPPLEMENTARY

54 Exclusion of implied terms

[VI p618/55; 1976/8/4; 1980/23/3/2; P1979/54/55]
(1) Where a right, duty or liability would arise under a contract of sale of
goods by implication of law, it may (subject to Parts II and III of the
Misrepresentation and Unfair Contract Terms Act 1980 and Part 1 of the
Supply of Goods and Services Act 1996) be negatived or varied by express
agreement, or by the course of dealing between the parties, or by such
usage as binds both parties to the contract.15

(2) An express condition or warranty does not negative a condition or
warranty implied by this Act unless inconsistent with it.
(3) Paragraph 9 of Schedule 1 applies in relation to a contract made on or
after 18th June 1976 and before 1st July 1981, and paragraph 10 in
relation to one made before 18th June 1976.
Section 55 Sale of Goods Act 1983


Page 28 AT 9 of 1983 c

55 Conflict of laws

[P1979/54/56]
Paragraph 11 of Schedule 1 applies in relation to a contract made on or after
18th June 1976 and before 1st July 1981, so as to make provision about conflict of
laws in relation to such a contract.
56 Auction sales

[VI p618/58; P1979/54/57]
(1) Where the 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.
(2) 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 the announcement is made any bidder may retract his bid.
(3) A sale by auction may be notified to be subject to a reserve price, and a
right to bid may also be reserved expressly by or on behalf of the seller.
(4) Where a sale by auction is not notified to be subject to a right to bid by or
on behalf of the seller, it is not lawful for the seller to bid himself or to
employ any person to bid at the sale, or for the auctioneer knowingly to
take any bid from the seller or any such person.
(5) A sale contravening subsection (4) may be treated as fraudulent by the
buyer.
(6) Where, in respect of a sale by auction, a right to bid is expressly reserved
(but not otherwise) the seller or any one person on his behalf may bid at
the auction.
57 Reasonable time a question of fact

[VI p618/56; P1979/54/59]
Where a reference is made in this Act to a reasonable time the question what is a
reasonable time is a question of fact.
58 Rights etc enforceable by action

[VI p618/57; P1979/54/60]
Where a right, duty or liability is declared by this Act, it may (unless otherwise
provided by this Act) be enforced by action.
59 Interpretation

[VI p618/1; 1976/8/7; P1979/54/61]
(1) In this Act, unless the context or subject matter otherwise requires, —
“action
” includes counterclaim and set-off;
“bulk
” means a mass or collection of goods or the same kind which —
(a) is contained in defined space or area; and
Sale of Goods Act 1983 Section 59


c AT 9 of 1983 Page 29

(b) is such that any goods in the bulk are interchangeable with any
other goods in it of the same number or quantity;16

“business
” includes a profession and the activities of any Board of Tynwald,
Statutory Board or local authority;
“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
except that in relation to sections 20A and 20B it includes such
appropriation of goods to the contract as results in property in the goods
being transferred to the buyer;17

“document of title to goods
” includes 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 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 personal chattels other than things in action and money;
and in particular “goods
” 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 contract of sale and
includes an undivided share in goods;18

“plaintiff
” includes defendant counterclaiming;
“property
” means the general property in goods, and not merely a special
property;
“quality
” in relation to 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 on at the time a contract of
sale is made and includes an undivided share, specified as a fraction or
percentage, of goods identified and agreed on as aforesaid;19

“warranty
” means an agreement with reference to goods which are the subject
of a contract of sale, but collateral 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.
Section 60 Sale of Goods Act 1983


Page 30 AT 9 of 1983 c

(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 is done negligently or not.
(3) A person is deemed to be insolvent within the meaning of this Act if he
has either ceased to pay his debts in the ordinary course of business or he
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 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.
(4A) References in this Act to dealing as consumer shall be construed in
accordance with section 14 of the Misrepresentation and Unfair Contract
Terms Act 1980; and for the purposes of this Act it is for a seller claiming
that the buyer does not deal as consumer to show that he does not.20

(5) As regards the definition of ‘business’ in subsection (1), paragraph 12 of
Schedule 1 applies in relation to a contract made before 18th June 1976.
60 Savings: rules of law etc

[VI p618/59; P1979/54/62]
(1) The rules in bankruptcy relating to contracts of sale apply to those
contracts, notwithstanding anything in this Act.
(2) The rules of the common law, including the law merchant, except in so
far as they are inconsistent with the provisions of this Act, and in
particular the rules relating to the law of principal and agent and the
effect of fraud, misrepresentation, duress, mistake, or other invalidating
cause, apply to contracts for the sale of goods.
(3) The provisions of this Act about contracts of sale do not apply to a
transaction in the form of a contract of sale which is intended to operate
by way of mortgage, pledge, charge, or other security.
61 Consequential amendments, repeals and savings

(1) Without prejudice to section 16 of the Interpretation Act 1976 (repeal and
re-enactment), the enactments mentioned in Schedule 2 have effect
subject to the amendments there specified (being amendments
consequential on this Act).
(2) [Repealed]21

62 Short title and commencement

(1) This Act may be cited as the Sale of Goods Act 1983.
(2) This Act comes into force on 1st July 1983.
Sale of Goods Act 1983 SCHEDULE
1


c AT 9 of 1983 Page 31

SCHEDULE 1

[Section 1]
MODIFICATION OF ACT FOR CERTAIN CONTRACTS

Preliminary
1. (1) This Schedule modifies this Act as it applies to contracts of sale
of goods made on certain dates.
(2) In this Schedule references to sections are to those of this Act and
references to contracts are to contracts of sale of goods.
(3) Nothing in this Schedule affects a contract made before 5th July 1895.
2 to 6. [Repealed]22

Section 22: market overt
7. (1) In relation to a contract made before 1st July 1983 substitute for
section 22 the section set out in sub-paragraph (2).
(2) The section mentioned in sub-paragraph (1) is as follows: —
“22 Market overt

[VI p618/24; P1979/54/22]
Where goods are sold in market overt, 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.”.
Section 35: acceptance
8. In relation to a contract made before 1st July 1981, in section 35(l) omit
“(except where section 34 otherwise provides)”.
Section 54: exclusion of implied terms (i)
9. In relation to a contract made on or after 18th June 1976 and before lst
July 1981 substitute the following for section 54: —
“54 Exclusion of implied terms

(1) Where a right, duty or liability would arise under a contract of sale
of goods by implication of law, it may be negatived or varied by
express agreement, or by the course of dealing between the
parties, or by such usage as binds both parties to the contract, but
the preceding provision has effect subject to the following
provisions of this section.
SCHEDULE 1
Sale of Goods Act 1983


Page 32 AT 9 of 1983 c

(2) An express condition or warranty does not negative a condition or
warranty implied by this Act unless inconsistent with it.
(3) In the case of a contract of sale of goods, any term of that or any other
contract exempting from all or any of the provisions of section 1 of the
Supply of Goods and Services Act 1996 is void.23

(4) In the case of a contract of sale of goods, any term of that or any other
contract exempting from all or any of the provisions of section 5, 9 or 13
of that Act is void in the case of a consumer sale and is, in any other case,
not enforceable to the extent that it is shown that it would not be fair or
reasonable to allow reliance on the term.24

(5) In determining for the purposes of subsection (4) whether or not reliance
on any such term would be fair or reasonable regard shall be had to all
the circumstances of the case and in particular to the following
matters —
(a) the strength of the bargaining positions of the seller and buyer
relative to each other, taking into account, among other things, the
availability of suitable alternative products and sources of supply;
(b) whether the buyer received an inducement to agree to the term or
in accepting it had an opportunity of buying the goods or suitable
alternatives without it from any source of supply;
(c) whether the buyer knew or ought reasonably to have known of
the existence and extent of the term (having regard, among other
things, to any custom of the trade and any previous course of
dealing between the parties);
(d) where the term exempts from all or any of the provisions of
section 5, 9 or 13 of that Act if some condition is not complied
with, whether it was reasonable at the time of the contract to
expect that compliance with that condition would be practicable;25

(e) whether the goods were manufactured, processed, or adapted to
the special order of the buyer.
(6) Subsection (5) does not prevent the court from holding, in accordance
with any rule of law, that a term which purports to exclude or restrict
any of the provisions of section 5, 9 or 13 of that Act is not a term of the
contract.26

(7) In this section ‘consumer sale’ means a sale of goods (other than a sale by
auction or by competitive tender) by a seller in the course of a business
where the goods —
(a) are of a type ordinarily bought for private use or consumption;
and
(b) are sold to a person who does not buy or hold himself out as
buying them in the course of a business.
Sale of Goods Act 1983 SCHEDULE
1


c AT 9 of 1983 Page 33

(8) The onus of proving that a sale falls to be treated for the purpose of this
section as not being a consumer sale lies on the party so contending.
(9) Any reference in this section to a term exempting from all or any of the
provisions of any section of this Act is a reference to a term which
purports to exclude or restrict, or has the effect of excluding or
restricting, the operation of all or any of the provisions of that section, or
the exercise of a right conferred by any provision of that section, or any
liability of the seller for breach of a condition or warranty implied by any
provision of that section.
(10) It is hereby declared that any reference in this section to a term of a
contract includes a reference to a term which although not contained in a
contract is incorporated in the contract by another term of the contract.
(11) Nothing in this section prevents the parties to a contract for the
international sale of goods from negativing or varying any right, duty or
liability which would otherwise arise by implication of law under
sections 1, 5, 9 and 13 of the Supply of Goods and Services Act 1996.27

(12) In sub-section (11) ‘contract for the international sale of goods’ means a
contract of sale of goods made by parties whose places of business (or, if
they have none, habitual residences) are in the territories of different
States (the United Kingdom and the Channel Islands being treated for
this purpose as different States from the Isle of Man) and in the case of
which one of the following conditions is satisfied: —
(a) the contract involves the sale of goods which are at the time of the
conclusion of the contract in the course of carriage or will be
carried from the territory of one State to the territory of
another; or
(b) the acts constituting the offer and acceptance have been effected
in the territories of different States; or
(c) delivery of the goods is to be made in the territory of a State other
than that within whose territory the acts constituting the offer and
the acceptance have been effected.”.
Section 54: exclusion of implied terms (ii)
10. In relation to a contract made before 18th June 1976 substitute the following for
section 54: —
“54 Exclusion of implied terms

[VI p618/55]
Where a right, duty or liability would arise under a contract of sale by
implication of law, it may be negatived or varied by express agreement, or by
the course of dealing between the parties, or by such usage as binds both parties
to the contract.”.
SCHEDULE 1
Sale of Goods Act 1983


Page 34 AT 9 of 1983 c

Section 55: conflict of laws
11. (1) In relation to a contract made on or after 18th June 1976 and
before 1st July 1981 substitute for section 55 the section set out in sub-
paragraph (3).
(2) In relation to a contract made otherwise than as mentioned in sub-
paragraph (1) above, ignore section 55 and this paragraph.
(3) The section mentioned in sub-paragraph (1) is as follows: —
“55 Conflict of laws

[VI p618/55A; 1976/8/5]
(1) Where the proper law of a contract for the sale of goods would, apart
from a term that it should be the law of some other country or a term to
the like effect, be the law of the Isle of Man, or where any such contract
contains a term which purports to substitute, or has the effect of
substituting, provisions of the law of some other country for all or any of
the provisions of sections 12 to 15 and 54, those sections shall,
notwithstanding that term but subject to subsection (2), apply to the
contract.
(2) Nothing in subsection (1) prevents the parties to a contract for the
international sale of goods from negativing or varying any right, duty or
liability which would otherwise arise by implication of law under
sections 12 to 15.
(3) In subsection (2) ‘contract for the international sale of goods’ means a
contract of sale of goods made by parties whose places of business (or, if
they have none, habitual residences) are in the territories of different
States (the United Kingdom and the Channel Islands being treated for
this purpose as different States from the Isle of Man) and in the case of
which one of the following conditions is satisfied: —
(a) the contract involves the sale of goods which are at the
time of the conclusion of the contract in the course of
carriage or will be carried from the territory of one State to
the territory of another; or
(b) the acts constituting the offer and acceptance have been
effected in the territories of different States; or
(c) delivery of the goods is to be made in the territory of a
State other than that within whose territory the acts
constituting the offer and the acceptance have been
effected.”.
Section 59(1): definition of ‘business’
12. In relation to a contract made before 18th June 1976 omit the definition of
“business” in section 59(1).

Sale of Goods Act 1983 Schedule
2


c AT 9 of 1983 Page 35

Schedule 2

CONSEQUENTIAL AMENDMENTS

Section 61(1)
[Sch 2 amended by Supply of Goods and Services Act 1996 Sch 4, and amends
the following Acts —
Hire Purchase Act 1939 q.v.
Law Reform (Frustrated Contracts) Act 1944 q.v.
Hire-Purchase Act 1973 q.v.]
Schedule 3
28

Sale of Goods Act 1983 Endnotes


c AT 9 of 1983 Page 37

ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
Subs (3) amended by Supply of Goods and Services Act 1996 Sch 3. 2
S 11A inserted by Supply of Goods and Services Act 1996 Sch 3. 3
Ss 12 to 15 repealed by Supply of Goods and Services Act 1996 Sch 4. 4
S 16 amended by Supply of Goods and Services Act 1996 Sch 3. 5
Para (3) added by Supply of Goods and Services Act 1996 s 27. 6
Para (4) added by Supply of Goods and Services Act 1996 s 27. 7
S 20A inserted by Supply of Goods and Services Act 1996 s 27. 8
S 20B inserted by Supply of Goods and Services Act 1996 s 27. 9
Subs (2A) inserted by Supply of Goods and Services Act 1996 Sch 3. 10
Subs (2B) inserted by Supply of Goods and Services Act 1996 Sch 3. 11
Subs (4) repealed by Supply of Goods and Services Act 1996 Sch 4. 12
S 34 substituted by Supply of Goods and Services Act 1996 s 28. 13
S 35 substituted by Supply of Goods and Services Act 1996 s 28. 14
S 35A inserted by Supply of Goods and Services Act 1996 s 28. 15
Subs (1) amended by Supply of Goods and Services Act 1996 Sch 3. 16
Definition of ‘bulk’ inserted by Supply of Goods and Services Act 1996 Sch 3. 17
Definition of ‘delivery’ amended by Supply of Goods and Services Act 1996 Sch 3. 18
Definition of ‘goods’ amended by Supply of Goods and Services Act 1996 Sch 3. 19
Definition of ‘specific goods’ amended by Supply of Goods and Services Act 1996 Sch
3. 20
Subs (4A) inserted by Supply of Goods and Services Act 1996 Sch 3. 21
Subs (2) repealed by Statute Law Revision Act 1992 Sch 2. 22
Paras 2 to 6 repealed by Supply of Goods and Services Act 1996 Sch 4.
Endnotes Sale of Goods Act 1983


Page 38 AT 9 of 1983 c

23
Subs (3) amended by Supply of Goods and Services Act 1996 Sch 3. 24
Subs (4) amended by Supply of Goods and Services Act 1996 Sch 3. 25
Para (d) amended by Supply of Goods and Services Act 1996 Sch 3. 26
Subs (6) amended by Supply of Goods and Services Act 1996 Sch 3. 27
Subs (11) amended by Supply of Goods and Services Act 1996 Sch 3. 28
Sch 3 repealed by Statute Law Revision Act 1992 Sch 2.