Of Goods

Saleof Goods Act 1979c. 54(b) the buyer will enjoy quiet possession of the goods exceptso far as it may be disturbed by the owner or other5PARTIIperson entitled to the benefit of any charge or encumbrance so disclosed or known.(3) This subsection applies to a contract of sale in the case ofwhich there appears from the contract or is to be inferred fromits circumstances an intention that the seller should transfer onlysuch title as he or a third person may have.(4) In a contract to which subsection (3) above applies thereis an implied warranty that all charges or encumbrances knownto the seller and not known to the buyer have been disclosed tothe buyer before the contract is made.(5) In a contract to which subsection (3) above applies thereis also an implied warranty that none of the following willdisturb the buyer's quiet possession of the goods, namely(a) the seller ;(b) in a case where the parties to the contract intend thatthe seller should transfer only such title as a thirdperson may have, that person ;(c) anyone claiming through or under the seller or that thirdperson otherwise than under a charge or encumbrancedisclosed or known to the buyer before the contract ismade.(6) Paragraph 3 of Schedule 1 below applies in relation to acontract made before 18 May 1973.13.-(1) Where there is a contract for the sale of goods by sate bydescription, there is an implied condition that the goods will description.correspond with the description.(2) If the sale is by sample as well as by description it is notsufficient that the bulk of the goods corresponds with the sampleif the goods do not also correspond with the description.(3) A sale of goods is not prevented from being a sale bydescription by reason only that, being exposed for sale or hire,they are selected by the buyer.(4) Paragraph 4 of Schedule 1 below applies in relation to acontract made before 18 May 1973.14.-(1) Except as provided by this section and section 15 Impliedbelow and subject to any other enactment, there is no implied terms abo'itorcondition or warranty about the quality or fitness for anyfitnessparticular purpose of goods supplied under a contract of sale.(2) Where the seller sells goods in the course of a business,there is an implied condition that the goods supplied under theA4

6Salec. 54PARTIIof Goods Act 1979contract are of merchantable quality, except that there is nosuchcondition-(a) as regards defects specifically drawn to the buyer's atten-tion before the contract is made ; or(b)the buyer examines the goods before the contract ismade, as regards defects which that examination oughtto reveal.if(3) Where the seller sells goods in the course of a businessand the buyer, expressly or by implication, makes known(a) to the seller, or(b) where the purchase price or part of it is payable byinstalments and the goods were previously sold bya creditbroker to the seller, to that creditbroker,any particular purpose for which the goods are being bought,there is an implied condition that the goods supplied under thecontract are reasonably fit for that purpose, whether or notthat is a purpose for which such goods are commonly supplied,except where the circumstances show that the buyer does notrely, or that it is unreasonable for him to rely, on the skill orjudgment of the seller or creditbroker.(4) An implied condition or warranty about quality or fitnessfor a particular purpose may be annexed to a contract of saleby usage.(5) The preceding provisions of this section apply to a saleby a person who in the course of a business is acting as agentfor another as they apply to a sale by a principal in the courseof a business, except where that other is not selling in thecourse of a business and either the buyer knows that fact orreasonable steps are taken to bring it to the notice of the buyerbefore the contract is made.(6) Goods of any kind are of merchantable quality within themeaning of subsection (2) above if they are as fit for the purpose or purposes for which goods of that kind are commonlybought as it is reasonable to expect having regard to any description applied to them, the price (if relevant) and all the otherrelevant circumstances.(7) Paragraph 5 of Schedule 1 below applies in relation to acontract made on or after 18 May 1973 and before the appointedday, and paragraph 6 in relation to one made before 18 May1973.(8) In subsection (7) above and paragraph 5 of Schedule 1below references to the appointed day are to the day appointedfor the purposes of those provisions by an order of the Secretaryof State made by statutory instrument.

Saleof Goods Act 1979c. 547Sale by samplePART 11sale is a contract for sale by sample Sale bywhere there is an express or implied term to that effect in the sample.15.-(1) A contract ofcontract.(2) In the case of a contract for sale by sample there is animplied condition(a) that the bulk will correspond with the sample in quality ;(b) that the buyer will have a reasonable opportunity ofcomparing the bulk with the sample ;(c) that the goods will be free from any defect, renderingthem unmerchantable, which would not be apparenton reasonable examination of the sample.(3) In subsection (2)(c) above " unmerchantable " is to beconstrued in accordance with section 14(6) above.(4) Paragraph 7 of Schedule 1 below applies in relation to acontract made before 18 May 1973.PARTIIIEFFECTS OF THE CONTRACTTransfer of property as between seller and buyer16. Where there is a contract for the sale of unascertained Goodsgoods no property in the goods is transferred to the buyer unless must beascertained.and until the goods are ascertained.17.-(1) Where there is a contract for the sale of specific orascertained goods the property in them is transferred to thebuyer at such time as the parties to the contract intend it to betransferred.(2) For the purpose of ascertaining the intention of the partiesregard shall be had to the terms of the contract, the conductof the parties and the circumstances of the case.Propertypasses whenintendedto pass.18. Unless a different intention appears, the following are Rules forrules for ascertaining the intention of the parties as to the time ascertainingintention.at which the property in the goods is to pass to the buyer.Rule 1.-Where there is an unconditional contract for thesale of specific goods in a deliverable state the propertyin the goods passes to the buyer when the contractis made, and it is immaterial whether the time ofpayment or the time of delivery, or both, be postponed.Rule 2.- WWhere there is a contract for the sale of specificgoods and the seller is bound to do something to thegoods for the purpose of putting them into a deliverable state, the property does not pass until the thingis done and the buyer has notice that it has been done.A5

Salec. 548PARTIIIof Goods Act 19793.-Where there is a contract for the sale of specificgoods in a deliverable state but the seller is boundto weigh, measure, test, or do some other act or thingwith reference to the goods for the purpose of ascertaining the price, the property does not pass until the actor thing is done and the buyer has notice that it hasbeen done.Rule 4.-When goods are delivered to the buyer on approvalor on sale or return or other similar terms the propertyin the goods passes to the buyer :(a) when he signifies his approval or acceptance to theseller or does any other act adopting the transaction ;(b) if he does not signify his approval or acceptanceto the seller but retains the goods without givingnotice of rejection, then, if a time has been fixedfor the return of the goods, on the expiration ofthat time, and, if no time has been fixed, on theexpiration of a reasonable time.Rule 5.-(1) Where there is a contract for the sale of unascertained or future goods by description, and goods ofthat description and in a deliverable state are unconditionally appropriated to the contract, either by theseller with the assent of the buyer or by the buyerwith the assent of the seller, the property in the goodsthen passes to the buyer ; and the assent may beexpress or implied, and may be given either before orafter the appropriation is made.(2) Where, in pursuance of the contract, the sellerdelivers the goods to the buyer or to a carrier or otherbailee or custodier (whether named by the buyer ornot) for the purpose of transmission to the buyer,and does not reserve the right of disposal, he is tobe taken to have unconditionally appropriated thegoods to the contract.Rule-Reservationof right ofdisposal.19.-(1) Where there is a contract for the sale of specificgoods or where goods are subsequently appropriated to thecontract, the seller may, by the terms of the contract or appropriation, reserve the right of disposal of the goods until certainconditions are fulfilled ; and in such a case, notwithstanding thedelivery of the goods to the buyer, or to a carrier or other baileeor custodier for the purpose of transmission to the buyer, theproperty in the goods does not pass to the buyer until theconditions imposed by the seller are fulfilled.(2) Where goods are shipped, and by the bill of lading thegoods are deliverable to the order of the seller or his agent, theseller is prima facie to be taken to reserve the right of disposal.

Saleof Goods Act19799c. 54(3) Where the seller of goods draws on the buyer for theprice, and transmits the bill of exchange and bill of lading tothe buyer together to secure acceptance or payment of the billof exchange, the buyer is bound to return the bill of lading ifhe does not honour the bill of exchange, and if he wrongfullyretains the bill of lading the property in the goods does not passto him.PART III20.-(1) Unless otherwise agreed, the goods remain at the Risk primaseller's risk until the property in them is transferred to the buyer, facie passesbut when the property in them is transferred to the buyer the with property.goods are at the buyer's risk whether delivery has been madeor not.(2) But where delivery has been delayed through the faultof either buyer or seller the goods are at the risk of the partyat fault as regards any loss which might not have occurred butfor such fault.(3) Nothing in this section affects the duties or liabilities ofeither seller or buyer as a bailee or custodier of the goods ofthe other party.Transfer of title21.-(1) Subject to this Act, where goods are sold by a person Sale bywho is not their owner, and who does not sell them under the person notauthority or with the consent of the owner, the buyer acquires the owner.no better title to the goods than the seller had, unless the ownerof the goods is by his conduct precluded from denying the seller'sauthority to sell.(2)Nothing in this Act affectsFactors Acts or any enactmentenabling the apparent owner of goods to dispose ofthem as if he were their true owner ;(b) the validity of any contract of sale under any specialcommon law or statutory power of sale or under theorder of a court of competent jurisdiction.(a) the provisions of the22.-(1) Where goods are sold in market overt, according to Marketthe usage of the market, the buyer acquires a good title to the overt.goods, provided he buys them in good faith and without noticeof any defect or want of title on the part of the seller.(2) This section does not apply to Scotland.(3) Paragraph 8 of Schedule 1 below applies in relation to acontract under which goods were sold before 1 January 1968or (in the application of this Act to Northern Ireland) 29.August 1967.

c. 5410Saleof Goods Act197923. When the seller of goods has a voidable title to them, butbuyerhis title has not been avoided at the time of the sale, theSale underinthembuyshevoidable title. acquires a good title to the goods, providedtitle.ofdefectseller'sthegood faith and without notice ofPARTIIISeller inafteresalenBuyer inpossessionafter sale.1974 c. 39.24. Where a person having sold goods continues or is inpossession of the goods, or of the documei; s of title to the goods,the delivery or transfer by that person, or by a mercantile agentacting for him, of the goods or documents of title under any sale,pledge, or other disposition thereof, to any person receiving thesame in good faith and without notice of the previous sale, hasthe same effect as if the person making the delivery or transferwere expressly authorised by the owner of the goods to makethe same.25.-(1) Where a person having bought or agreed to buy goodsobtains, with the consent of the seller, possession of the goodsor the documents of title to the goods, the delivery or transferby that person, or by a mercantile agent acting for him, of thegoods or documents of title, under any sale, pledge, or otherdisposition thereof, to any person receiving the same in goodfaith and without notice of any lien or other right of theoriginal seller in respect of the goods, has the same effect as if theperson making the delivery or transfer were a mercantile agent inpossession of the goods or documents of title with the consentof the owner.(2) For the purposes of subsection (1) above(a) the buyer under a conditional sale agreement is to betaken not to be a person who has bought or agreed tobuy goods, and(b) " conditional sale agreement " means an agreement forthe sale of goods which is a consumer credit agreementwithin the meaning of the Consumer Credit Act 1974under which the purchase price or part of it is payableby instalments, and the property in the goods is toremain in the seller (notwithstanding that the buyer isto be in possession of the goods) until such conditionsas to the payment of instalments or otherwise as may bespecified in the agreement are fulfilled.(3) Paragraph 9 of Schedule 1 below applies in relation to acontract under which a person buys or agrees to buy goods andwhich is made before the appointed day.(4) In subsection (3) above and paragraph 9 of Schedule 1below references to the appointed day are to the day appointedfor the purposes of those provisions by an order of the Secretaryof State made by statutory instrument.

Saleof Goods Act1979c. 541126. In sections 24 and 25 above " mercantile agent " means aPART IIImercantile agent having in the customary course of his business Supplemenas such agent authority eithertary toto 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.(a)PARTsections24 and 25.IVPERFORMANCE OF THE CONTRACT27. It is the duty of the seller to deliver the goods, and of the Duties ofbuyer to accept and pay for them, in accordance with the terms seller andbuyer.of the contract of sale.28. Unless otherwise agreed, delivery of the goods and pay- Payment andment of the price are concurrent conditions, that is to say, the delivery areseller must be ready and willing to give possession of the goods concurrentconditions.to the buyer in exchange for the price and the buyer must beready and willing to pay the price in exchange for possessionof the goods.29.-(1) Whether it is for the buyer to take possession of the Rules aboutgoods or for the seller to send them to the buyer is a question delivery.depending in each case on the contract, express or implied,between the parties.(2) Apart from any such contract, express or implied, theplace 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 thesale of specific goods, which to the knowledge of the partieswhen the contract is made are in some other place, then thatplace is the place of delivery.(3) Where under the contract of sale the seller is bound tosend the goods to the buyer, but no time for sending them isfixed, the seller is bound to send them within a reasonabletime.(4) Where the goods at the time of sale are in the possessionof a third person, there is no delivery by seller to buyer unlessand until the third person acknowledges to the buyer that heholds the goods on his behalf ; but nothing in this section affectsthe operation of the issue or transfer of any document of titleto goods.as ineffec(5) Demand or tender of delivery may be treateda reasonwhatis;andtual unless made at a reasonable hourable hour is a question of fact.

c. 5412PART IVtoSaleof Goods Act1979of and incidental(6) Unless otherwise agreed, the expensesbe borne bymustputting the goods into a deliverable statethe seller.Deliveryof wrongquantity.ofseller delivers to the buyer a quantityrejectmaygoods less than he contracted to sell, the buyerhe mustthem, but if the buyer accepts the goods so deliveredpay for them at the contract rate.of goods(2) Where the seller delivers to the buyer a quantitythegoodsacceptmaybuyerthesell,tolarger than he contractedtherejectmayincluded in the contract and reject the rest, or hewhole.(3) Where the seller delivers to the buyer a quantity of goodslarger than he contracted to sell and the buyer accepts the wholeof the goods so delivered he must pay for them at the contractrate.(4) Where the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description notincluded in the contract, the buyer may accept the goods whichare in accordance with the contract and reject the rest, or hemay reject the whole.30.-(1) Where the(5) This section is subject to any usage of trade, special agreement, or course of dealing between the parties.Instalmentdeliveries.31.-(1) Unless otherwise agreed, the buyer of goods is notbound to accept delivery of them by instalments.(2) Where there is a contract for the sale of goods to bedelivered by stated instalments, which are to be separately paidfor, and the seller makes defective deliveries in respect of one ormore instalments, or the buyer neglects or refuses to takedelivery of or pay for one or more instalments, it is a questionin each case depending on the terms of the contract and thecircumstances of the case whether the breach of contract is arepudiation of the whole contract or whether it is a severablebreach giving rise to a claim for compensation but not to aright to treat the whole contract as repudiated.Delivery tocarrier.32.-(1) Where, in pursuance of a contract of sale, the selleris authorised or required to send the goods to the buyer, deliveryof the goods to a carrier (whether named by the buyer or not)for the purpose of transmission to the buyer is prima faciedeemed to be a delivery of the goods to the buyer.(2) Unless otherwise authorised by the buyer, the sellermustmake such contract with the carrier on behalf of the buyerasmay be reasonable having regard to the nature of the goodsandthe other circumstances of the case ; and if theseller omits to do

Saleof Goods Act 1979c. 54so, and the goods are lost or damaged in course of transit, thebuyer may decline to treat the delivery to the carrier as a deliveryto himself or may hold the seller responsible in damages.(3) Unless otherwise agreed, where goods are sent by theseller to the buyer by a route involving sea transit, under circumstances in which it is usual to insure, the seller must givesuch notice to the buyer as may enable him to insure themduring their sea transit ; and if the seller fails to do so, the goodsare at his risk during such sea transit.13PART IV33. Where the seller of goods agrees to deliver them at his own Risk whererisk at a place other than that where they are when sold, the goods arebuyer must nevertheless (unless otherwise agre

Sale of Goods Act 1979 c. 54 3 (3) Where by a contract of sale the seller purports to effect a PART U present sale of future goods, the contract operates as an agree- ment to sell the goods. 6. Where there is a contract for the sale of specific goods, and Goods the goods without the knowledge of the seller have perished at which have the time when the contract is made, the contract is void.