SALE OF GOODS 1

THE SALE OF GOODS ACT
ARRANGEMENT OF SECTIONS

1. Short title.

PART I. Formation of the Contract
contract df sale

2. Sale and agreement to seU
3. Capacity to buy and sell.

Formalities of the Contruct
4. Contract of sale, how made.
5. Contracts of sale for twenty dollars and upwards.

Subject Matter of Contract
6. Existing or future goods.
7. Goods which have perished.
8. Goods perishing before sale. but after a p m e n t to sell.

The Price
9. Ascertainment of price.

10. Agreement to sell at valuation.

Conditions and Warranties
11. Stipulation as to time.
12. When condition to be treated as warranty.
13. Implied undertaking aa to title, etc.
14. Sale by description.
15. Implid Conditions as to q d t y or fitness.

Sale by Siampb

16. W e by sample.

2 SALE OF GOODS

PART 11. Eflect 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. Sale under voidable title.
24. Revesting of property in stolen goods on conviction of offender.
25. Seller or buyer in possession after sale.
26. Effect of writs of execution.

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

PART IV. Rights of Unpaid Seller against the Goods
38. Unpaid seller defined.
39. Unpaid seller’s rights.

Unpaid Seller‘s Lien
40. Seller’s lien.
41. Part delivery.
42. Termination of lien.

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Stoppage in Tramiru

43. Right of stoppage in transitu.
44. Duration of transit.
45. How stoppage in transitu is effected.

Resale by Buyer or Seller
46. Effect of such sale or pledge by buyer.
41. Sale not generally rescinded by lien or stoppage in rransitu.

PART V. Actions for Breach of the Contract
Remedies of the Seller

48. Action for price.
49. Damages for non-acceptance.

Remedies of the Buyer

50. Damages for nondelivery.
51. Specific performance.
52. Remedy for breach of warranty.
53. Interest and special damages.

PART VI. Supplementary
54. Exclusion of implied terms and conditions.
55. Reasonable time a question of fact.
56. Rights, etc., enforceable by action.
51. Auction sales.
58. Repeal.
59. savings.
60. Interpretation.

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SALE OF GOODS 5

THE SALE OF GOODS ACT
[Ist July, 1895.1

cap. 349.

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

PART I. Formation of the Contract
Contract of Sale

2.41) A contract of sale of goods is a contract whereby meand
the seller transfers or agrees to transfer the property in treyt
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.

3. Capacity to buy and sell is regulated by the general Cawcityto
buy and sell. law concerning capacity to contract, and to transfer and

acquire property :

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

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6 SALE OF GOODS

Contract of
sale, how
made.

Contracts
of sale for
twenty
dollars and
upwards.

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

Formalities of the Contract
4. Subject to the provisions of this Act and of any

statute in that behalf, a contract of sale mav be made
in writing (either with or without seal), or by word of
mouth, or partly in writing and partly by word of mouth,
or may be implied from the conduct of the parties :

Provided that nothing in this section shall affect the
law relating to corporations.

5.-(1) A contract for the sale of any goods of the value
of twenty dollars or upwards shall not be enforceable by
action unless the buyer shall accept part of the goods so
sold, and actually receive the same, or give something in
earnest to bind the contract, or in part payment, or unless
some note or memorandum in writing of the contract be
made and signed by the party to be charged or his agent
in that behalf.

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

(3) There is an acceptance of goods within the
meaning of this section when the buyer does any act in
relation to the goods which recognizes a pre-existing con-
tract of sale whether there be an acceptance in perform-
ance of the contract or not.

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SALE OF GOODS 7

Subject Matter of 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.

6.-(1) The goods which form the subject of a contract Exisbng Or

7. Where there is a contract for the sale of specific Goods
which have
perished. 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, Goods

of the seller or buyer, perish before the risk passes to the :;:Elnt
perishing and subsequently the goods, without any fault on the part before sale,

buyer, the agreement is thereby avoided. to sell.

The Price
9.-(1) The price in a contract of sale may be fixed by Ascertain-

the contract, or may be left to be fixed in manner thereby $2.Of
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 reason-
able price. What is a reasonable price is a question of
fact dependent on the circumstances of each particular
case.

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a SALE OF GOODS

Agreement
to sell at
valuation.

Stipulation
as to time.

When
Condition to
be treated
as warranty.

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 such third party cannot or does not
make such 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 such third party is prevented from making
the valuation by the fault of the seller or buyer, the party
not in fault may maintain an action for damages against
the party in fault.

Conditions and Warranties
11.-(1) Unless a different intention appears from the

terms of the contract, stipu1ations: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” means prima facie
calendar month.

12.41) (a) 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 such condition as a
breach of warranty, and not as a ground for
treating the contract as repudiated.

(b) 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 repu-
diated, 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

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SALE OF GOODS 9

on the construction of the contract. A
stipulation may be a condition, though called
a warranty in the contract.

(c) Where a contract of sale is not severable,
and the buyer has accepted the goods, or
part thereof, or where the contract is for
specific goods, the property in which has
passed to the buyer, 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 treat-
ing the contract as repudiated, unless there
be a term of the contract, express or implied,
to that effect.

(2) 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.

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 that in the case of an agreement
to sell he will have a right to sell the goods at
the time when the property is to pass;
an implied warranty that the buyer shall have
and enjoy quiet possession of the goods;
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.

13. In a contract of sale, unless the circumstances of Implied
undertaking

etc.
the contract are such as to show' a different intention, astotitie,
there is-

14. Where there is a contract for the sale of goods by saleby
description, there is an implied condition that the goods description.

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10 SALE OF 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.

Implied
conditions as to

qudityor

15. Subject to the provisions of, this Act and of any
statute 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-

fitness.

(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 judg-
ment, and the goods are of a description which
it is in the course of the seller’s business to supply
(whether he be the manufacturer or not), there is
an implied condition that the goods shall be
reasonably fit for such purpose, provided that 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 such examina-
tion ought to have revealed.

(c) An implied warranty or condition as to quality
or fitness for a particular purpose, may be an-
nexed by the usage of the trade.

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SALE OF GOODS 11

(d) An express warranty or condition does not nega-
tive a warranty or condition implied by this Act
unless inconsistent therewith.

Sale by Sample

sample where there is a term in the contract, express or
implied, to that effect.

16.-(1) A contract of sale is a contract for sale by Saleby

(2) In the case of a contract for sale by sample-
(a) there is an implied condition that the bulk shall

correspond with the sample in quality;
(b) there is an implied condition that the buyer

shall have a reasonable opportunity of comparing
the bulk with the sample;

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

PART 11. Eflect of the Contract
Transfer of Property as between Seller and Buyer

17. Where there is a contract for the sale of unascer- Goods
tained goods no property in the goods is transferred to the F2;zned.
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 p
to the buyer at such time as the parties to the contract pass.
intend it to be transferred.

asses when
intended to

(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.

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12 SALE OF GOODS

Rules for 19. Unless a different intention appears the following
ascertaining are rules for ascertaining the intention of the parties as

to the times 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 some-
thing to the goods, for the purpose of putting
them into a deliverable state, the property does
not pass until such thing be done and the buyer
has notice thereof.

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

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

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

(b) if he does not signify his approval or
acceptance to the seller but retains the
goods without giving notice of rejection,
then, if a time has been fixed for the
return of the goods, on the expiration of

intention.

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SALE OF GOODS 13

such time, and, if no time has been fixed,
on the expiration of a reasonable time.
What is a reasonable time is a question
of fact.

Rule 5.-(1) Where there is a contract for the sale of
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 thereupon passes
to the buyer. Such assent may be 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 or custodian (whether named by the
buyer or not) for the purpose of transmission to
the buyer, and does not reserve the right of dis-
posal, he is deemed to have unconditionally ap-
propriated the goods to the contract.

20.-(1) Where there is a contract for the sale of specific Reservation
goods or where goods are subsequently appropriated to disposal. of right of
the contract, the seller may, by the terms of the contract or
appropriation, reserve the right of disposal of the goods
until certain conditions are fulfilled. In such case, notwith-
standing the delivery of the goods to the buyer, or to a
carrier or other bailee or custodian 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 lad-
ing 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.

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14 SALE OF GOODS

(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 pay-
ment of the bill of exchange, the buyer is bound to return
the bill of lading if he does not honour the bill of ex-
change, and if he wrongfully retains the bill of lading,
the property in the goods does not pass to him.

Riskprima

p w ~ .

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 where delivery has been delayed through
the fault of either buyer or seller, the goods are at the risk
of the party in fault as regards any loss which might not
have occurred but for such fault:

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

facie pass#
with

Transfer of Title

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

Sale by

the personnot owner.

(2) Provided that nothing in this Act shall sect-
(a) the provisions of any enactment enabling the

apparent owner of goods to dispose of them as if
he were the true owner thereof;

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SALE OF GOODS 1s

(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 jurisdic-
tion.

23. When the seller of goods has a voidable title thereto Saleunder
voidable but this 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.-(1) Where goods have been stolen and the offender Revesting
of property

conviction

is prosecuted to conviction, the property in the goods so in stolen
stolen revests in the person who was the owner of the g oods on
goods, or his personal representative, notwithst anding any of offender.
intermediate dealing with them.

(2) Notwithstanding any enactment to the contrary
where goods have been obtained by fraud or other wrong-
ful means not amounting to larceny, the property in such
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.

25.-(1) Where a person having sold goods continues Selleror
or is in possession of the goods, or of the documents of FAYon
title to the goods, the delivery or transfer by that person, d k r d e -
or by his duly appointed agent acting for him, of the goods
or documents of title under any sale, pledge, or other
disposition thereof, to any person receiving the same in
good faith and without notice of the previous sale, shall
have the same effect as if the person making the delivery
or transfer were expressly authorized by the owner of the
goods to make the same.

(2) Where a person having bought or agreed to buy
goods obtains, with the consent of the seller, possession

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I6 SALE OF GOODS

of the goods or the documents of title to the goods, the
delivery or transfer by that person, or by his duly ap-
pointed agent acting for him, of the goods or documents
of title, under any sale, pledge, or other disposition there-
of, to any person receiving the same, in good faith, and
without notice of any lien or other right of the original
seller in respect of the goods, shall have the same effect
as if the person making the delivery or transfer were the
duly appointed agent of the owner in possession of the
goods or documents of title with his consent.

(3) In this section the term “duly appointed agent”
shall include any person whose agency the principal is
under the circumstances estopped from denying.

Effect of

execution.

26.-(1) A writ of jieri facias or other 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 bailiff to be executed; and, for the better
manifestation of such time, it shall be the duty of the
bailiff, without fee, upon the receipt of any such writ to
endorse upon the back thereof the hour, day, month, and
year when he received the same :

writs of

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

(2) In this section the term “bailiff’ includes any
officer charged with the enforcement of a writ of execution.

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SALE OF GOODS 17

PART 111. Performance of the Contract
27. It is the duty of the seller to ,deliver the goods, and ~uties of

buyer and of the buyer to accept and pay for them, in accordance seller.
with the terms of the contract of sale.

28. Unless otherwise agreed delivery of the goods and Payment
and delivery

concurrent
Conditiona.

payment of the price are concurrent conditions, that is to am
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 m
exchange for possession of the goods.

29.-(1) Whether it is for the buyer to take possession ~ d e s a s t o
delivery. 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 any
such contract, express or implied, the place of delivery
is the seller’s place of business, if he has one, and if not,
his residence :

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

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

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

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

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18 SALE OF GOODS

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

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

Deliveryof

quantity.

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 quan-
tity 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 a 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) The provisions of this section are subject to any
usage of trade, special agreement, or course of dealing
between the parties.

wrong

Instalment 31.-(1) Unless otherwise agreed, the buyer of the 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 the buyer neglects
or refuses to take delivery of or pay for one or more instal-

deliveries.

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SALE OF GOODS 19

ments, 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.

32.-(1) Where, in pursuance of a contract of sale, the Delivery to
carrier. seller is authorized or required to send the goods to the

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

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

33. Where the seller of goods agrees to deliver them at Riskwh5m
goods arc his own risk at a place other than that where they are delivered at

when sold, the buyer must, nevertheless, unless otherwise $;~t
agreed, take any risk of deterioration in the goods neces-
sarily incident to the course of transit.

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20

Buyer’s
right of.
exarmning
goods.

Acceptance.

Buyer not
bound to
return
rejected
goods.

Liability of
buyer for
neglecting
or refusing
delivery of
goods.

SALE OF GOODS

34.-(1) Where goods are delivered to the buyer, which
he had 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 ascer-
taining whether they are in conformity with the contract.

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

35. The buyer is deemed to have accepted the goods
when he intimates to the seller that he has accepted them,
or when the goods have been delivered to him, and he does
any act in relation to them which is inconsistent with the
ownership of the seller, or when after the lapse of a reason-
able time, he retains the goods without intimating to the
seller that he has rejected them.

36. Unless otherwise agreed, where goods are delivered
to the buyer, and he refuses to accept them, having the
right so to do, he is not bound to return them to the seller,
but it is sufficient if he intimates to the seller that he refuses
to accept them.

37. When the seller is ready and willing to deliver the
goods, and he 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 far
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 :

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SALE OF GOODS 21

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
38.-(1) The seller of goods is deemed to be an “unpaid Unpaid

seller
defined. 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 in-
strument has been received as conditional psy-
ment, and the condition on which it was received
has not been fulfilled by reason of the dishonour
of the instrument or otherwise.

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

39.-(1) Subject to the provisions of this Act, and of Unp+d
sellers any statute in that behalf, notwithstanding that the rights.

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 resale 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

me inclusion of this page is authorized by L.N. 480/19731

22 SALE OF GOODS

Seller's
lien.

Part
delivery.

Termination
of lien.

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.

Unpaid Seller's Lien
40.41) Subject to the provisions of this Act, the un-

paid seller of goods who is in possession of them, is
entitled to retain possession of them until payment or
tender of the price in the following cases, v k -

(a) where the goods have been sold without any

(b) where the goods have been sold on credit, but the

(c) where the buyer becomes insolvent.
(2) The seller may exercise his right of lien notwith-

standing that he is in possession of the goods as agent or
bailee or custodian for the buyer.

stipulation as to credit;

term of credit has expired;

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

42.41) The unpaid seller of goods loses his lien or right

(a) when he delivers his goods to a carrier or other
bailee or custodian for the purpose of transmis-
sion to the buyer without reserving the right Qf
disposal of the goods;

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

(c) by waiver thereof.

me inclwion of this pago b aotaoriaed by L.N. 480119731

of retention thereon-

SALE OF GOODS 23

(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
43. Subject to the provisions of this Act, when the buyer Rightof

stoppage in
of goods becomes insolvent, the unpaid seller who has transitu.
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.

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

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

(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 or custodian ac-
knowledges to the buyer, or his agent, that he holds the
goods on his behalf and continues in possession of them as
bailee or custodian 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 or custodian 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.

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24 SALE OF GOODS

(5) When goods are delivered to a ship chartered
by the buyer it is a question depending on the circum-
stances 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 or custodian
wrongfully refuses to deliver the goods to the buyer, or his
agent in that behalf, the transit is deemed to be at an end.

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

How
rtopproe in
tralsitu is
efIeCted.

45.-(1) The unpaid seller may exercise the 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 or custodian in whose possession the goods
are. Such notice may be given either to the person in
actual possession of the goods or to his principal. In the
latter case the notice to be effectual, must be given at such
time and under such circumstances that the principal, by
the exercise of reasonable diligence, may communicate it
to his servant or agent in time to prevent a delivery to the
buyer.

(2) When notice of stoppage in transitu is given
by the seller to the carrier, or other bailee or custodian
in possession of the goods, he must redeliver the goods to,
or according to the directions of the seller. The expenses
of such redelivery must be borne by the seller.

-
inclusion of this page Q authorhi by L.N. 480/1973)

SALE OF GOODS 25

Resale by Buyer or Seller
46. Subject to the provisions of this Act, the unpaid EtFectof

seller’s right of lien or retention or stoppage in transitu pledgeby
is not affected by any sale, or other disposition of the goods buyer.
which the buyer may have made, unless the seller has
assented thereto :

Provided that where a document of title to goods has
been lawfully transferred to any person as buyer or owner
of the goods, and that person transfers the document to
a person who takes the document in good faith and for
valuable consideration, then if such last-mentioned trans-
fer was by way of sale the unpaid seller’s right of lien or
retention or stoppage in trunsifu is defeated, and if such
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.

such sale or

47.-( 1) Subject to the provisions of this section, a con- sale not
tract of sale is not rescinded by the mere exercise by an -indedby
unpaid seller of his right of lien or retention or stoppage t&&,

(2) Where an unpaid seller who has exercised his
right of lien or retention or stoppage in transitu resells
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 resell, and the buyer does not within a reason-
able time pay or tender the price, the unpaid seller may
resell 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
resale in case the buyer should make default, and on the

generally

in transitu. transitu.

indusion of this pago M authorized by L.N. ~0 /1973]

26 SALE OF GOODS

buyer making default, resells the goods, the original con-
tract of sale is thereby rescinded, but without prejudice
to any claim the seller may have for damages.

PART V . Actions for Breach of the Contract
Remedies of the Seller

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

Actionfor
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 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.

Damaged 49.-(1) Where the buyer wrongfully neglects or refuses
a ~ p ~ ~ . to accept and pay for the goods, the seller may maintain

an action against him for damages for non-acceptance.
for non-

(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 measures 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.

I

C’lltc inclusion of this page is authorized by L.N. 480/1W3]

SALE OF GOODS 27

Remedies of the Buyer
50.41) Where the seller wrongfully neglects or refuses Damages

to deliver the goods to the buyer, the buyer may maintain delivery.
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, then at the time of the refusal to deliver.

for non-

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

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

(a) set up against the seller the breach of warranty

for breach

in diminution or extinction of the price; or
l'Ihe. Wuaibn of thir pale k authorized by L.N. 480/1973]

Interest and
Special
damages.

Exclusion
of implied
terms and
conditions.

Reasonable
time a
question of
fact

Rights, etc.,
cnf orceable
by action.

(b) maintain an action against the seller for damages

(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 answered to the
warranty.

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

53. 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 may
be recoverable, or to recover money paid where the con-
sideration of the payment of it has failed.

for the breach of warranty.

PART VL Supplementary
54. Where any right, duty, or liability would arise under

a contract of sale by implication of law, it may be nega-
tived 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 cantract.

55. Where, by this Act, any reference is made to a
reasonable time the question what is a reasonable time is a
question of fact.

56. Where any right, duty or liability is declared by
this Act, it may, unless otherwise by this Act provided, be
enforced by action.

SALE OF GOODS 29

57. In the case of a sale by auction- Auction
sales.

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

(b) a sale by auction is complete when the auctioneer
announces its completion by the fall of the ham-
mer, or in other customary manner. Until such
announcement is made any bidder may retract
his bid;

(c) where a sale by auction is not notified to be sub-
ject to a right to bid on behalf of the seller, it shall
not be lawful for the seller to bid himself or to
employ any person to bid at such sale, or for the
auctioneer knowingly to take any bid from the
seller or any such person. Any sale contravening
this rule may be treated as fraudulent by the
buyer;

(4 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.

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.

58.-(1) The Act of the United Kindgom Parliament, peal.
1 Jac. 1 cap. 21 intituled “An Act against Brokers” shall, in
so far as under the provisions of the English Laws in Force
Law (now repealed), the same has hitherto had the force of
law in the Island, cease to have such force.

(2) The Act of the United Kingdom Parliament of
29 Car. II., ch. 3, intituled “An Act for the prevention of
Frauds and Perjuries” shall, in so far as under the provi-
sions of the Law aforesaid it has the force of law in this

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30 SALE OF GOODS

Island, continue to be in force as aforesaid in an amended
form only, to wit, with the omission of section 16 (the
marginal note of which is “Writs of execution shall bind
the property of goods but from the time of the delivery to
the officer”) and section 17 (the marginal note of which is,
“Contracts for sales of goods for ten pounds or more”).

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

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

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

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

Interprets-
tion.

60.-( 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

“delivery” nieans voluntary transfer of possession from

“document of title to goods” means and includes any bill

a sale;

one person to another;

[The inclusion of this page i s authorized by L.N. 480119731

SALE OF GOODS 31

of lading, dock warrant, warehouse keepers’ certifi-
cate, warrant, or order for the delivery of goods, or
any other document used in the ordinary course of
business as proof of the possession or control of goods,
or authorizing or purporting to authorize, either by
indorsement or by delivery, the possessor of such docu-
ment to transfer or receive goods thereby represented;

“fault” means wrongful act or default;
“future goods” means goods to be manufactured or ac-

quired by the seller after the making of the contract
of sale;

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

“plaintiff’ includes every person asking any relief against
any other person, by any form of proceeding, whether
the same be taken by way of action, suit, petition,
motion, summons, counter-claim or otherwise;

“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

“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 such contract, the breach of
which gives rise to a claim for damages, but not to a

delivery;

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32 SALE OF GOODS

right to reject the goods and treat the contract as
repudiated.

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

(3) A person is deemed to be insolvent within the
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 bankruptcy or not, and whether he has been
adjudicated bankrupt 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 the
delivery of them.

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