{"id":"sale-of-goods-act-1895","name":"Sale of Goods Act 1895","slug":"sale-of-goods-act-1895","collection":"act","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":106753,"registerId":"sa-sale-of-goods-act-1895-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Sale of Goods Act 1895","content":"South Australia\nSale of Goods Act 1895\nAn Act for codifying the law relating to the sale of goods.\n\nContents\nPart A1—Preliminary\nA1\tShort title\nA2\tInterpretation\nPart 1—Formation of the contract\nDivision 1—Contract of sale\n1\tSale and agreement to sell\n2\tCapacity to buy and sell\nDivision 2—Formalities of the contract\n3\tContract of sale, how made\nDivision 3—Subject matter of contract\n5\tExisting or future goods\n6\tGoods which have perished\n7\tGoods perishing before sale but after agreement to sell\nDivision 4—Price\n8\tAscertainment of price\n9\tAgreement to sell at valuation\nDivision 5—Conditions and warranties\n10\tStipulations as to time\n11\tWhen conditions to be treated as warranty\n12\tImplied undertaking as to title etc\n13\tSale by description\n14\tImplied conditions as to quality or fitness\nDivision 6—Sale by sample\n15\tSale by sample\nPart 2—Effects of the contract\nDivision 1—Transfer of property between seller and buyer\n16\tGoods must be ascertained\n17\tProperty passes when intended to pass\n18\tRules for ascertaining intention\n19\tReservation of right of disposal\n20\tRisk prima facie passes with property\n20A\tContracts of sale for goods forming part of bulk\nDivision 2—Transfer of title\n21\tSale by person not the owner\n22\tMarket overt\n23\tSale under voidable title\n24\tRe-vesting of property in stolen goods on conviction of offender\n25\tSeller or buyer in possession after sale\n26\tEffect of writs of execution\nPart 3—Performance of the contract\n27\tDuties of seller and buyer\n28\tPayment and delivery are concurrent conditions\n29\tRules as to delivery\n30\tDelivery of wrong quantity\n31\tInstalment deliveries\n32\tDelivery to carrier\n33\tRisk where goods are delivered at distant place\n34\tBuyer's right of examining the goods\n35\tAcceptance\n36\tBuyer not bound to return rejected goods\n37\tLiability of buyer for neglecting or refusing delivery of goods\nPart 4—Rights of unpaid seller against the goods\nDivision 1—Unpaid seller's rights\n38\tUnpaid seller defined\n39\tUnpaid seller's rights\nDivision 2—Unpaid seller's lien\n40\tSeller's lien\n41\tPart delivery\n42\tTermination of lien\nDivision 3—Stoppage in transitu\n43\tRight of stoppage in transitu\n44\tDuration of transit\n45\tHow stoppage in transitu is effected\nDivision 4—Re-sale by buyer or seller\n46\tEffect of sub-sale or pledge by buyer\n47\tSale not generally rescinded by lien or stoppage in transitu\nPart 5—Actions for breach of the contract\nDivision 1—Remedies of seller\n48\tAction for price\n49\tDamages for non-acceptance\nDivision 2—Remedies of buyer\n50\tDamages for non-delivery\n51\tSpecific performance\n52\tRemedy for breach of warranty\n53\tInterest and special damages\nPart 6—Supplementary\n54\tExclusion of implied terms and conditions\n55\tReasonable time a question of fact\n56\tRights etc enforceable by action\n57\tAuction sales\n57A\tAvoidance of provision for draft allowance\n57B\tAvoidance of provision for draft allowance on sheep skins\n58\tRepeals\n59\tSavings\nSchedule—Imperial Acts of no force or effect in South Australia\nLegislative history\n\nThe Parliament of South Australia enacts as follows:\nPart A1—Preliminary\nA1—Short title\nThis Act may be cited as the Sale of Goods Act 1895.\nA2—Interpretation\n\t(1)\tIn this Act, unless the context or subject-matter otherwise requires—\naction includes counter-claim and set-off;\nbulk, in relation to goods, means a mass or collection of goods that are—\n\t(a)\tof the same kind; and\n\t(b)\tcontained in a defined space or area; and\n\t(c)\tinterchangeable with other goods of the same kind of the same number or quantity;\nbuyer means a person who buys or agrees to buy goods;\ncontract of sale includes an agreement to sell as well as a sale;\ndelivery means voluntary transfer of possession from one person to another;\ndocument of title to goods has the same meaning as it has in the Mercantile Law Act 1936;\nfault means wrongful act or default;\nfuture goods mean goods to be manufactured or acquired by the seller after the making of the contract for sale;\ngoods include 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;\nplaintiff includes defendant counter-claiming;\nproperty means the general property in goods, and not merely a special property;\nquality of goods includes their state or condition;\nsale includes a bargain and sale as well as a sale and delivery;\nseller means a person who sells or agrees to sell goods;\nspecific goods mean goods identified and agreed upon at the time a contract of sale is made;\nwarranty 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.\n\t(2)\tA 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.\n\t(3)\tA person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business, or cannot pay his debts as they become due, whether he has committed an act of insolvency or not, and whether he has become an insolvent or not.\n\t(4)\tGoods 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.\nPart 1—Formation of the contract\nDivision 1—Contract of sale\n1—Sale and agreement to sell\n\t(1)\tA contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price. There may be a contract of sale between one part owner and another.\n\t(2)\tA contract of sale may be absolute or conditional.\n\t(3)\tWhere 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.\n\t(4)\tAn 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.\n2—Capacity to buy and sell\n\t(1)\tCapacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property: Provided that where necessaries are sold and delivered to an infant or minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price therefor.\n\t(2)\tIn this section—\nnecessaries means goods suitable to the condition in life of the infant, minor or other person, and to his or her actual requirements at the time of the sale and delivery.\nDivision 2—Formalities of the contract\n3—Contract of sale, how made\nSubject to the provisions of this Act, and of any statute in that behalf, a contract of sale may be made in writing (either with or without seal), or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties: Provided that nothing in this section shall affect the law relating to corporations.\nDivision 3—Subject matter of contract\n5—Existing or future goods\n\t(1)\tThe goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract of sale, in this Act called future goods.\n\t(2)\tThere 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.\n\t(3)\tWhere 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.\n6—Goods which have perished\nWhere 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.\n7—Goods perishing before sale but after agreement to sell\nWhere there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is thereby avoided.\nDivision 4—Price\n8—Ascertainment of price\n\t(1)\tThe price in a contract of sale may be fixed by the contract, or may be left to be fixed in manner thereby agreed, or may be determined by the course of dealing between the parties.\n\t(2)\tWhere the price is not determined in accordance with the foregoing provisions, the buyer must pay a reasonable price. What is a reasonable price is a question of fact dependent on the circumstances of each particular case.\n9—Agreement to sell at valuation\n\t(1)\tWhere 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.\n\t(2)\tWhere 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.\nDivision 5—Conditions and warranties\n10—Stipulations as to time\n\t(1)\tUnless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be 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.\n\t(2)\tIn a contract of sale month means prima facie calendar month.\n11—When conditions to be treated as warranty\n\t(1)\tWhere 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.\n\t(2)\tWhether a stipulation in a contract of sale is a condition the breach of which may give rise to a right to treat the contract as repudiated, or a warranty the breach of which may give rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated, depends in each case on the construction of the contract. A stipulation may be a condition, though called a warranty in the contract.\n\t(3)\tWhere a contract of sale is not severable, and the buyer has accepted the goods, or part thereof, the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty, and not as a ground for rejecting the goods and treating the contract as repudiated, unless there be a term of the contract express or implied to that effect.\n\t(4)\tNothing 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.\n12—Implied undertaking as to title etc\nIn a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is—\n\t(a)\tan 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 a time when the property is to pass;\n\t(b)\tan implied warranty that the buyer shall have and enjoy quiet possession of the goods;\n\t(c)\tan implied warranty that the goods shall be free from any charge or encumbrance in favour of any third party, not declared or known to the buyer before or at the time when the contract is made.\n13—Sale by description\nWhere there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and if the sale be by sample, as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.\n14—Implied conditions as to quality or fitness\nSubject 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:\n\t(a)\twhere the buyer, expressly or by implication, makes known to the seller the particular purpose for which the goods are required, so as to show that the buyer relies on the seller's skill or judgment, and the goods are of a description which it is in the course of the seller's business to supply (whether he 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;\n\t(b)\twhere 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 examination ought to have revealed;\n\t(c)\tan implied warranty or condition as to quality or fitness for a particular purpose may be annexed by the usage of trade;\n\t(d)\tan express warranty or condition does not negative a warranty or condition implied by this Act unless inconsistent therewith.\nDivision 6—Sale by sample\n15—Sale by sample\n\t(1)\tA contract of sale is a contract for sale by sample where there is a term in the contract, express or implied, to that effect.\n\t(2)\tIn the case of a contract for sale by sample—\n\t(a)\tthere is an implied condition that the bulk shall correspond with the sample in quality;\n\t(b)\tthere is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample;\n\t(c)\tthere 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.\nPart 2—Effects of the contract\nDivision 1—Transfer of property between seller and buyer\n16—Goods must be ascertained\nSubject 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.\n17—Property passes when intended to pass\n\t(1)\tWhere 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.\n\t(2)\tFor 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.\n18—Rules for ascertaining intention\nUnless 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:\nRule 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.\nRule 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 such thing be done, and the buyer has notice thereof.\nRule 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 such act or thing be done, and the buyer has notice thereof.\nRule 4. When goods are delivered to the buyer on approval, or on sale or return, or other similar terms, the property therein passes to the buyer—\n\t(a)\twhen he signifies his approval or acceptance to the seller, or does any other act adopting the transaction;\n\t(b)\tIf 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 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.\nRule 5.\n\t(1)\tWhere 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.\n\t(2)\tWhere, in pursuance of the contract, the seller delivers the goods to the buyer or to a carrier or other bailee or custodier (whether named by the buyer or not) for the purpose of transmission to the buyer, and does not reserve the right of disposal, he is deemed to have unconditionally appropriated the goods to the contract.\n19—Reservation of right of disposal\n\t(1)\tWhere 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 the disposal of the goods until certain conditions are fulfilled. In such case, notwithstanding the delivery of the goods to the buyer, or to a carrier or other bailee or custodier 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.\n\t(2)\tWhere goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or his agent, the seller is prima facie deemed to reserve the right of disposal.\n\t(3)\tWhere 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.\n20—Risk prima facie passes with property\nUnless 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 custodier of the goods of the other party.\n20A—Contracts of sale for goods forming part of bulk\n\t(1)\tThis section applies to a contract of sale for a specified quantity of unascertained goods if—\n\t(a)\tthe goods, or some of them, form part of a bulk that is identified either in the contract or by subsequent agreement between the parties; and\n\t(b)\tthe buyer has paid for some or all of the goods that form part of the bulk.\n\t(2)\tUnless the parties otherwise agree—\n\t(a)\tproperty in an undivided share in the bulk is transferred to the buyer; and\n\t(b)\tthe buyer becomes an owner in common of the bulk,\nas soon as both of the conditions referred to in subsection (1) have been met.\n\t(3)\tUnless the parties otherwise agree, the buyer's undivided share in the bulk at any time is the share that, at that time, is equivalent to the quantity of goods paid for and due to the buyer out of the bulk divided by the quantity of goods in the bulk.\n\t(4)\tIf at any time the aggregate of all buyers' undivided shares in the bulk exceeds the whole of the bulk, those shares are to be reduced proportionately so that the aggregate is equal to the bulk.\n\t(5)\tIf a buyer has paid for only some of the goods due to the buyer out of the bulk, any delivery to the buyer out of the bulk is to be attributed to the goods for which payment has been made.\n\t(6)\tPart payment for any goods will be taken to be payment for a corresponding part of the goods.\n\t(7)\tA person who has become an owner in common of the bulk will be taken to have consented to—\n\t(a)\tdelivery of goods out of the bulk to another owner in common of the bulk, being goods that are due under a contract to that other owner; and\n\t(b)\tany dealing with, or removal, delivery or disposal of, goods in the bulk by another owner in common of the bulk (but only to the extent of that other owner's undivided share in the bulk).\n\t(8)\tNo cause of action lies against a person by reason of that person's having acted in accordance with subsection (7)(a) or (b) in reliance on the consent that exists by virtue of that subsection.\n\t(9)\tNothing in this section—\n\t(a)\timposes an obligation on a buyer of goods out of the bulk to compensate any other buyer of goods out of the bulk for any shortfall in the quantity of goods received by that other buyer; or\n\t(b)\taffects a contract or other arrangement between buyers of goods out of the bulk for adjustments between themselves; or\n\t(c)\taffects the rights of a buyer under a contract to which this section applies.\n\t(10)\tThis section does not apply to a contract of sale entered into before the commencement of the Statutes Amendment (Bulk Goods) Act 2008.\nDivision 2—Transfer of title\n21—Sale by person not the owner\n\t(1)\tSubject 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.\n\t(2)\tProvided also that nothing in this Act shall affect—\n\t(a)\tthe provisions of the Mercantile Law Act 1936 or any enactment enabling the apparent owner of goods to dispose of them as if he were the true owner thereof;\n\t(b)\tthe 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.\n22—Market overt\nWhere 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.\n23—Sale under voidable title\nWhen the seller of goods has a voidable title thereto, but his title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, provided he buys them in good faith and without notice of the seller's defect of title.\n24—Re-vesting of property in stolen goods on conviction of offender\n\t(1)\tWhere goods have been stolen and the offender is prosecuted to conviction, the property in the goods so stolen re-vests in the person who was the owner of the goods, or his personal representative, notwithstanding any intermediate dealing with them, whether by sale in market overt or otherwise.\n\t(2)\tNotwithstanding any enactment to the contrary, where goods have been obtained by fraud or other wrongful means not amounting to larceny, the property in such goods shall not re-vest in the person who was the owner of the goods, or his personal representative, by reason only of the conviction of the offender.\n25—Seller or buyer in possession after sale\n\t(1)\tWhere 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, shall have the same effect as if the person making the delivery or transfer were expressly authorised by the owner of the goods to make the same.\n\t(2)\tWhere 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, shall have the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.\n\t(3)\tIn this section the term mercantile agent shall mean a mercantile agent having in the customary course of his business as such agent authority either to sell goods, or to consign goods for the purpose of sale, or to buy goods, or to raise money on the security of goods.\n\t(4)\tSubsection (2) does not operate to defeat an interest that is registered under the Goods Securities Act 1986.\n26—Effect of writs of execution\n\t(1)\tA writ or warrant of execution against goods shall bind the property in the goods of the execution debtor as from the time when the writ or warrant is delivered to the sheriff to be executed; and, for the better manifestation of such time, it shall be the duty of the sheriff, 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: Provided that no such writ or warrant 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 warrant, or any other writ by virtue of which the goods of the execution debtor might be seized or attached, had been delivered to and remain unexecuted in the hands of the sheriff.\n\t(2)\tIn this section the term sheriff includes any officer charged with the enforcement of a writ or warrant of execution.\nPart 3—Performance of the contract\n27—Duties of seller and buyer\nIt 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.\n28—Payment and delivery are concurrent conditions\nUnless 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.\n29—Rules as to delivery\n\t(1)\tWhether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties. Apart from any such contract, express or implied, the place of delivery is the seller's place of business, if he have one, and if not, his residence: Provided that if the contract be for the sale of specific goods, which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of delivery.\n\t(2)\tWhere 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.\n\t(3)\tWhere 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.\n\t(4)\tDemand 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.\n\t(5)\tUnless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.\n30—Delivery of wrong quantity\n\t(1)\tWhere 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.\n\t(2)\tWhere the seller delivers to the buyer a quantity of goods larger than he contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or he may reject the whole. If the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate.\n\t(3)\tWhere the seller delivers to the buyer the goods he contracted to sell mixed with goods of a different description or quality 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.\n\t(4)\tThe provisions of this section are subject to any usage of trade, special agreement, or course of dealing between the parties.\n31—Instalment deliveries\n\t(1)\tUnless otherwise agreed, the buyer of goods is not bound to accept delivery thereof by instalments, except in accordance with the usage of the trade.\n\t(2)\tWhere 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.\n32—Delivery to carrier\n\t(1)\tWhere, 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.\n\t(2)\tUnless otherwise authorised by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable, having regard to the nature of the goods and the other circumstances of the case. If the seller omit 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.\n\t(3)\tUnless 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 shall be deemed to be at his risk during such sea transit.\n\t(4)\tUnless otherwise agreed, where the buyer is not a wholesale or retail trader and the goods exceed twenty dollars in value and are sent by the seller to the buyer by a route beginning and ending in the State and involving sea transit—\n\t(a)\tthe seller may at his discretion, on behalf of the buyer, insure the goods against loss during their sea transit and in so doing shall be deemed to be the agent of the buyer and shall be entitled to receive from him the cost of the insurance; and\n\t(b)\tif the seller does not insure the goods, the seller shall give such notice to the buyer as may enable the buyer to insure the goods during their sea transit, and such notice shall state that the seller has not insured the goods.\n\t(5)\tIf the seller does not insure the goods and fails to give notice as required by this section, the goods shall be deemed to be at his risk during such sea transit.\n33—Risk where goods are delivered at distant place\nWhere 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.\n34—Buyer's right of examining the goods\n\t(1)\tWhere goods are delivered to the buyer, which he has not previously examined, he is not deemed to have accepted them unless and until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.\n\t(2)\tUnless 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.\n35—Acceptance\nThe buyer is deemed to have accepted the goods when he intimates to the seller that he has accepted them, or (subject to section 34 of this Act) when the goods have been delivered to him, and he does any act in relation to them which is inconsistent with the ownership of the seller, or when, after the lapse of a reasonable time, he retains the goods without intimating to the seller that he has rejected them.\n36—Buyer not bound to return rejected goods\nUnless 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.\n37—Liability of buyer for neglecting or refusing delivery of goods\nWhen 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: 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.\nPart 4—Rights of unpaid seller against the goods\nDivision 1—Unpaid seller's rights\n38—Unpaid seller defined\n\t(1)\tThe seller of goods is deemed to be an unpaid seller within the meaning of this Act—\n\t(a)\twhen the whole of the price has not been paid or tendered;\n\t(b)\twhen 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.\n\t(2)\tIn this part of this Act the term seller includes any person who is in the position of a seller, as, for instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself paid, or is directly responsible for, the price.\n39—Unpaid seller's rights\n\t(1)\tSubject to the provisions of this Act, and of any Statute in that behalf, notwithstanding that the property in the goods may have passed to the buyer, the unpaid seller of the goods as such has by implication of law—\n\t(a)\ta lien on the goods or right to retain them for the price while he is in possession of them;\n\t(b)\tin case of the insolvency of the buyer, a right of stopping the goods in transitu after he has parted with the possession of them;\n\t(c)\ta right of re-sale as limited by this Act.\n\t(2)\tWhere the property in goods has not passed to the buyer, the unpaid seller has, in addition to his other remedies, a right of withholding delivery similar to and co‑extensive with his rights of lien and stoppage in transitu where the property has passed to the buyer.\nDivision 2—Unpaid seller's lien\n40—Seller's lien\n\t(1)\tSubject to the provisions of 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, namely:\n\t(a)\tWhere the goods have been sold without any stipulation as to credit:\n\t(b)\tWhere the goods have been sold on credit, but the term of credit has expired:\n\t(c)\tWhere the buyer becomes insolvent.\n\t(2)\tThe seller may exercise his right of lien notwithstanding that he is in possession of the goods as agent or bailee, or custodier for the buyer.\n41—Part delivery\nWhere 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 has been made under such circumstances as to show an agreement to waive the lien or right of retention.\n42—Termination of lien\n\t(1)\tThe unpaid seller of goods loses his lien or right of retention thereon—\n\t(a)\twhen he delivers the goods to a carrier or other bailee or custodier for the purpose of transmission to the buyer without reserving the right of disposal of the goods;\n\t(b)\twhen the buyer or his agent lawfully obtains possession of the goods;\n\t(c)\tby waiver thereof.\n\t(2)\tThe 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.\nDivision 3—Stoppage in transitu\n43—Right of stoppage in transitu\nSubject to the provisions of this Act, when the buyer of goods becomes insolvent, the unpaid seller who has parted with the possession of the goods has the right of stopping them in transitu, that is to say, he may resume possession of the goods as long as they are in course of transit, and may retain them until payment or tender of the price.\n44—Duration of transit\n\t(1)\tGoods are deemed to be in course of transit from the time when they are delivered to a carrier by land or water, or other bailee or custodier, 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 custodier.\n\t(2)\tIf 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.\n\t(3)\tIf, after the arrival of the goods at the appointed destination, the carrier or other bailee or custodier acknowledges to the buyer, or his agent, that he holds the goods on his behalf and continues in possession of them as bailee or custodier 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.\n\t(4)\tIf the goods are rejected by the buyer, and the carrier or other bailee or custodier 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.\n\t(5)\tWhen 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.\n\t(6)\tWhere the carrier, or other bailee, or custodier wrongfully refuses to deliver the goods to the buyer, or his agent in that behalf, the transit is deemed to be at an end.\n\t(7)\tWhere 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.\n45—How stoppage in transitu is effected\n\t(1)\tThe unpaid seller may exercise his right of stoppage in transitu either by taking actual possession of the goods or by giving notice of his claim to the carrier, or other bailee, or custodier 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.\n\t(2)\tWhen notice of stoppage in transitu is given by the seller to the carrier, or other bailee, or custodier in possession of the goods, he must re-deliver the goods to, or according to the directions of, the seller. The expenses of such re-delivery must be borne by the seller.\nDivision 4—Re-sale by buyer or seller\n46—Effect of sub-sale or pledge by buyer\nSubject to the provisions of this Act, the unpaid seller's right of lien or retention or stoppage in transitu is not affected by any sale or other disposition of the goods which the buyer 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 transfer was by way of sale, the unpaid seller's right of lien or retention or stoppage in transitu 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.\n47—Sale not generally rescinded by lien or stoppage in transitu\n\t(1)\tSubject to the provisions of this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of his right of lien or retention or stoppage in transitu.\n\t(2)\tWhere an unpaid seller who has exercised his right of lien or retention or stoppage in transitu re-sells the goods, the buyer acquires a good title thereto as against the original buyer.\n\t(3)\tWhere 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.\n\t(4)\tWhere the seller expressly reserves a right of re-sale in case the buyer should make default, and on the buyer making default, re-sells the goods, the original contract of sale is thereby rescinded, but without prejudice to any claim the seller may have for damages.\nPart 5—Actions for breach of the contract\nDivision 1—Remedies of seller\n48—Action for price\n\t(1)\tWhere, under a contract of sale, the property in the goods has passed to the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according to the terms of the contract, the seller may maintain an action against him for the price of the goods.\n\t(2)\tWhere, 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.\n49—Damages for non-acceptance\n\t(1)\tWhere 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.\n\t(2)\tThe measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer's breach of contract.\n\t(3)\tWhere there is an available market for the goods in question, the measure of damages is prima facie to be ascertained by the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at the time of the refusal to accept.\nDivision 2—Remedies of buyer\n50—Damages for non-delivery\n\t(1)\tWhere 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.\n\t(2)\tThe measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller's breach of contract.\n\t(3)\tWhere 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.\n51—Specific performance\nIn any action for breach of contract to deliver specific or ascertained goods the court may, if it thinks fit, on the application of the plaintiff, by its judgment or decree direct that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages. 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 plaintiff may be made at any time before judgment or decree.\n52—Remedy for breach of warranty\n\t(1)\tWhere 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—\n\t(a)\tset up against the seller the breach of warranty in diminution or extinction of the price; or\n\t(b)\tmaintain an action against the seller for damages for the breach of warranty.\n\t(2)\tThe 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.\n\t(3)\tIn 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.\n\t(4)\tThe 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.\n53—Interest and special damages\nNothing 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 consideration for the payment of it has failed.\nPart 6—Supplementary\n54—Exclusion of implied terms and conditions\nWhere any 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 usage, if the usage be such as to bind both parties to the contract.\n55—Reasonable time a question of fact\nWhere by this Act any reference is made to a reasonable time, the question what is a reasonable time is a question of fact.\n56—Rights etc enforceable by action\nWhere any right, duty, or liability is declared by this Act, it may, unless otherwise by this Act provided, be enforced by action.\n57—Auction sales\n\t(1)\tIn the case of a sale by auction—\n\t(a)\twhere 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;\n\t(b)\ta sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in other customary manner. Until such announcement is made any bidder may retract his bid;\n\t(c)\twhere a sale by auction is not notified to be subject 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;\n\t(d)\ta 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.\n\t(2)\tWhere a right to bid is expressly reserved, but not otherwise, the seller, or any one person on his behalf, may bid at the auction.\n57A—Avoidance of provision for draft allowance\nAny term express or implied in any contract of sale of wool entered into after the commencement of the Sale of Goods Act Amendment Act 1936, providing that in computing the price of the wool any deduction of the kind commonly known as the draft allowance is to be made from the weight of the wool, shall be void.\n57B—Avoidance of provision for draft allowance on sheep skins\n\t(1)\tAny term express or implied in any contract of sale of sheep skins entered into after the commencement of the Sale of Goods Act Amendment Act 1952, providing that in computing the price of the sheep skins any deduction of the kind commonly known as the draft allowance is to be made from the weight of the sheep skins, shall be void.\n58—Repeals\nThe enactments mentioned in the Schedule to this Act, shall have no force or effect within South Australia as from the commencement of this Act, to the extent in that Schedule mentioned: Provided that nothing herein contained shall affect anything done or suffered, or any right, title, or interest acquired or accrued before the commencement of this Act, or any legal proceeding or remedy in respect of any such thing, right, title, or interest.\n59—Savings\n\t(1)\tThe rules in insolvency relating to contracts of sale shall continue to apply thereto, notwithstanding anything in this Act contained.\n\t(2)\tThe 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 contracts for the sale of goods.\n\t(3)\tNothing 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.\n\t(4)\tThe 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.\nSchedule—Imperial Acts of no force or effect in South Australia\nThis Schedule is to be read as referring to the revised edition of the Statutes prepared under the direction of the Statute Law Committee.\n\nENACTMENTS REFERRED TO\nSession and Chapter\nTitle of Act\n1 Jac. 1, c. 21\nAn Act against Brokers. The whole Act.\n29 Cha. 2, c. 3\nAn Act for the prevention of Frauds and Perjuries. In part; that is to say, sections 15 and 16.*\n*\tCommonly cited as sections 16 and 17.\n9 Geo. 4, c. 14\nAn Act for rendering a Written Memorandum necessary to the validity of certain Promises and Engagements. In part; that is to say, section 7.\nLegislative history\nNotes\n\t•\tPlease note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.\n\t•\tEarlier versions of this Act (historical versions) are listed at the end of the legislative history.\n\t•\tFor further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au.\nPrincipal Act and amendments\nNew entries appear in bold.\nYear\nNo\nTitle\nAssent\nCommencement\n1895\n630\nSale of Goods Act 1895\n20.12.1895\n1.1.1896: s 61 except s 57A (as inserted by 2309/1936)—1.7.1938 (Gazette 9.6.1938 p1270) and except s 57B(1) (as inserted by 29/1952 s 3)—1.3.1954 (Gazette 25.2.1954 p400)\n1935\n2246\nStatute Law Revision Act 1935\n19.12.1935\n19.12.1935\n1936\n2285\nMercantile Law Act 1936\n24.9.1936\n24.9.1936\n1936\n2309\nSale of Goods Act Amendment Act 1936\n19.11.1936\n19.11.1936\n1937\n2357\nSale of Goods Act Amendment Act 1937\n17.11.1937\n17.11.1937\n1943\n36\nSale of Goods Act Amendment Act 1943\n23.12.1943\n23.12.1943\n1952\n29\nSale of Goods Act Amendment Act 1952\n27.11.1952\n27.11.1952\n1972\n46\nMisrepresentation Act 1972\n20.4.1972\n18.5.1972 (Gazette 18.5.1972 p1927)\n1982\n81\nStatutes Amendment (Enforcement of Contracts) Act 1982\n16.9.1982\n16.9.1982\n1986\n111\nGoods Securities Act 1986\n18.12.1986\nSch 1—15.6.1987 (Gazette 11.6.1987 p1492)\n2003\n44\nStatute Law Revision Act 2003\n23.10.2003\nSch 1—24.11.2003 (Gazette 13.11.2003 p4048)\n2008\n49\nStatutes Amendment (Bulk Goods) Act 2008\n4.12.2008\nPt 2 (ss 4—6)—12.12.2008 (Gazette 11.12.2008 p5476)\nProvisions amended since 3 February 1976\n\t•\tLegislative history prior to 3 February 1976 appears in marginal notes and footnotes included in the consolidation of this Act contained in Volume 9 of The Public General Acts of South Australia 1837-1975 at page 737.\nNew entries appear in bold.\nEntries that relate to provisions that have been deleted appear in italics.\nProvision\nHow varied\nCommencement\nPt A1\nheading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns A1\ninserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns A2\ns 60 redesignated as s A2 by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns A2(1)\n\n\nbulk\ninserted by 49/2008 s 4\n12.12.2008\nPt 1\n\n\nPt 1 Div 1\nheading preceding s 1 deleted and Div 1 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 2\n\n\ns 2(1)\ns 2 amended and redesignated as s 2(1) by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 2(2)\ninserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 1 Div 2\nheading preceding s 3 deleted and Div 2 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 4\ndeleted by 81/1982 s 4(1)\n16.9.1982\nPt 1 Div 3\nheading preceding s 5 deleted and Div 3 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 1 Div 4\nheading preceding s 8 deleted and Div 4 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 1 Div 5\nheading preceding s 10 deleted and Div 5 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 12\ns 12 I—III redesignated as s 12(a)—(c) by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 14\ns 14 I—IV redesignated as s 14(a)—(d) by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 1 Div 6\nheading preceding s 15 deleted and Div 6 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 2\n\n\nPt 2 Div 1\nheading preceding s 16 deleted and Div 1 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 16\namended by 49/2008 s 5\n12.12.2008\ns 20A\ninserted by 49/2008 s 6\n12.12.2008\nPt 2 Div 2\nheading preceding s 21 deleted and Div 2 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 25\n\n\ns 25(4)\ninserted by 111/1986 Sch 1\n15.6.1987\nPt 3\n\n\ns 32\n\n\ns 32(5)\ns 32(4) last sentence redesignated as s 32(5) by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 4\n\n\nPt 4 Div 1 \nheading inserted by 44/2003 s 3(1) (Sch1)\n24.11.2003\nPt 4 Div 2\nheading preceding s 40 deleted and Div 2 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 4 Div 3\nheading preceding s 43 deleted and Div 3 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 4 Div 4\nheading preceding s 46 deleted and Div 4 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 5\n\n\nPt 5 Div 1\nheading preceding s 48 deleted and Div 1 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 5 Div 2\nheading preceding s 50 deleted and Div 2 heading inserted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nPt 6\n\n\ns 57\n\n\ns 57(1) and (2)\ns 57 amended and redesignated as s 57(1) and (2) by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 57A\namended by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 57B\n\n\ns 57B(2)\ndeleted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\ns 60—see s A2\n\n\nss 61 and 62\ndeleted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nSch\nheading substituted by 44/2003 s 3(1) (Sch 1)\n24.11.2003\nHistorical versions\nReprint No 1—15.1.1992\n\nReprint No 2—24.11.2003\n\n","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"_metrics":{"source":"grok-batch-everything"},"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":true,"description":"The 1895 Act originally codified nineteenth-century common-law principles focused on specific or ascertained goods, with rules predicated on immediate identification and transfer. This consolidated version has grown beyond that original intent through the 2008 insertion of s 20A, which creates new co-ownership rights in undivided shares of identified bulk commodities once partial payment occurs; this significantly expands the legislation's reach into modern warehousing, commodity trading and bulk storage arrangements not contemplated in the 1895 text."},"complexity_factors":["15+ densely defined terms in s A2 including technical distinctions such as 'specific goods', 'future goods', 'deliverable state', 'bulk' and 'merchantable quality'","Nested conditional rules for when ownership passes, with five detailed presumptive rules in s 18 plus overriding intention test in s 17","Multiple layers of implied conditions and warranties in ss 12-15, each with carve-outs, provisos and cross-references to usage of trade or examination by buyer","Elaborate unpaid-seller remedies in Part 4 involving sequential tests for lien, stoppage in transitu and resale rights with numerous exceptions","Cross-references to external statutes including the Mercantile Law Act 1936, Goods Securities Act 1986 and repealed Imperial Acts","Later insertions such as the 10-subsection bulk-goods regime in s 20A that interacts with every earlier property-passing rule"],"plain_english_summary":"**The Sale of Goods Act 1895** is South Australia's core law that sets out clear, default rules for buying and selling 'goods' (tangible, movable items like food, cars, clothing, crops or machinery — but not land, houses or pure services). \n\nIt covers the full lifecycle of a sale: how contracts are formed (including what promises are automatically included, such as the seller guaranteeing they own the item and that it's of reasonable quality), when ownership (called 'property') legally transfers from seller to buyer, who bears the risk if goods are damaged, what happens if the wrong quantity or faulty items are delivered, and the specific remedies available if either side breaks the agreement. \n\nBuyers gain rights to reject faulty goods in many cases, examine items before accepting them, and claim damages. Sellers who have not been paid get powerful tools like holding onto goods (a 'lien'), stopping goods in transit if the buyer becomes insolvent, or reselling them. The Act fills in any gaps left in a verbal or written agreement, making everyday and business transactions more predictable and reducing arguments. It matters because without these rules, disputes over who owns what, who pays for lost goods, or what counts as 'fit for purpose' would be far harder to resolve fairly."},"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Scope assessment is not possible as no legislative text was provided. The page returned a website error rather than the content of the Sale of Goods Act 1895 (SA)."},"complexity_factors":["No legislative text was retrievable — the source URL returned a 404 error","Complexity cannot be meaningfully assessed without access to the actual Act","Score of 1 reflects absence of content, not simplicity of the underlying law"],"plain_english_summary":"**No legislation could be analysed.**\n\nThe link provided did not return the actual text of the *Sale of Goods Act 1895* (SA). Instead, the page returned a **404 'Page Not Found' error** from the South Australian legislation website, likely due to a broken or outdated hyperlink following a website update on 24 March 2026.\n\n**What this means for you:** No legal content was available for review. If you need to read or analyse the *Sale of Goods Act 1895* (SA), try:\n- Visiting [www.legislation.sa.gov.au](https://www.legislation.sa.gov.au) and searching directly for the Act by name\n- Emailing the site administrators at OPCWeb@sa.gov.au to report the broken link\n- Checking an alternative legal database such as AustLII\n\n**Note:** The *Sale of Goods Act 1895* (SA) is a well-known piece of legislation that generally governs contracts for the sale of goods — covering things like when ownership of goods transfers from a seller to a buyer, implied warranties (automatic legal promises about quality and fitness), and remedies when a sale goes wrong. However, no analysis of the specific South Australian version can be provided without access to the actual text."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act as enacted in 1895 has been amended several times so its scope and mechanics have changed from the original text. Notable changes recorded in the legislative history in the source include: insertion of auction/commodity exceptions (s57A inserted 1936; s57B inserted 1952), amendments and modernisation of headings and interpretation provisions (Part A1 and sA2 inserted 2003), insertion of a bulk‑goods property rule (s20A) by the Statutes Amendment (Bulk Goods) Act 2008 (s20A(10) notes non‑application to pre‑2008 contracts), and an insertion referencing the Goods Securities Act 1986 into s25(4) (inserted 1986). The legislative history summary in the source shows additional redesignations and minor amendments across 1935–2008 that affect interpretation, cross‑references and procedural details. These amendments add new transactional mechanics (for bulk sales and recognised exceptions) and update cross‑statutory linkages compared with the original 1895 enactment."},"complexity_factors":["Length and number of discrete rules across formation, title, risk, delivery, remedies and unpaid seller rights (many sections: Parts 1–6).","Multiple fact‑intensive standards left to judicial determination (e.g. 'reasonable price' (8(2)), 'reasonable time' (55), parties' intention about passing property (17–18)).","Interplay with other statutes and registered interests (references to Mercantile Law Act 1936, Goods Securities Act 1986, insolvency rules) requiring cross‑statutory analysis (21(2)(a); 25(4); 59).","Detailed procedural steps and evidentiary acts required to preserve remedies (appropriation, reservation in bill of lading, notice to carrier to stop in transitu) creating operational compliance obligations (18 Rule 5; 19(2); 45).","Specialised provisions introducing alternative property transfer mechanics (bulk goods undivided shares in s20A) that change transactional documentation for commodity trades.","Multiple exceptions and provisos (perishable goods, approved sales, auctions, draft allowances for wool/sheepskins) that fragment the default rule set (7; 31; 57; 57A; 57B).","Ability to contract out or vary implied terms by express agreement or trade usage (54) increases practical complexity because negotiated terms must be reconciled with statutory defaults.","Rights that affect third parties (sales by non‑owners, market overt, re‑vesting on conviction) creating potential for conflicting claims and priority disputes (21–25)."],"plain_english_summary":"What this law does, in simple terms\n\n- This Act sets out the legal rules for contracts to buy and sell goods in South Australia. It defines terms, describes how a contract of sale is made, allocates who owns the goods and who bears risk at different times, and lists the legal remedies available to buyers and sellers when something goes wrong (for example, non‑delivery, non‑payment, defective goods). (See the Act’s long title and the Parts and Sections throughout.)\n\nHow it works mechanically\n\n- Definitions and scope: The Act defines key terms (buyer, seller, goods, specific goods, future goods, price, delivery, warranty, etc.) used throughout the law. (A2)\n\n- Formation: A contract of sale exists where the seller transfers or agrees to transfer property in goods for money; it can be oral, written, partly written, or implied by conduct. (1, 3)\n\n- Which goods are covered and what happens if they perish: The Act distinguishes specific goods, unascertained goods and future goods, and it sets out what happens if specific goods have already perished or perish after an agreement but before risk passes. (5–7)\n\n- Price and valuation: The price may be fixed by contract, left to be fixed by an agreed method, or determined by course of dealing; if not fixed, the buyer must pay a reasonable price. If a third‑party valuation was required and is not made, the contract may be avoided unless delivery/appropriation has occurred. (8–9)\n\n- Conditions, warranties and sales by sample/description: The Act creates a set of implied conditions and warranties (title, quiet possession, freedom from undisclosed charges; goods correspond with description or sample; fitness for purpose and merchantable quality in certain situations). Parties can, however, alter or exclude implied terms by express agreement or trade usage except where inconsistent with statutory rules. (11–15, 12–14, 54)\n\n- Transfer of property and risk: The property (ownership) in goods passes when the parties intend it to pass; the Act offers rules to infer that intention (for specific goods, goods put into a deliverable state, appropriation of unascertained goods, approval sales, etc.). Risk generally follows property (so when property passes, risk shifts to the buyer) subject to fault-based exceptions. (16–20)\n\n- Special rule for bulk goods: For a specified quantity drawn from a bulk, once certain conditions (identification of the bulk and payment) are met, the buyer obtains an undivided share in the bulk; the Act sets out how shares are calculated and consequences for deliveries from the bulk. (20A)\n\n- Title and third parties: The Act deals with sales by non‑owners, sales in market overt, sales under voidable title, the effect of convictions for theft on ownership, and how transfer by people in possession of goods or documents of title can affect third parties. It also recognises interactions with other statutes (for example, the Mercantile Law Act and the Goods Securities Act). (21–26)\n\n- Delivery and inspection: It sets default rules about who must deliver or collect goods, place of delivery, delivery to carriers, who pays to put goods in a deliverable state, examination rights for buyers, and when delivery to a carrier constitutes delivery to the buyer. It also addresses instalment deliveries and wrong quantities. (27–37)\n\n- Rights of an unpaid seller: The Act defines an unpaid seller and gives statutory remedies while the seller remains in possession — lien/retention, stoppage in transitu (resuming possession while goods are in transit if the buyer becomes insolvent), and restricted rights to re‑sell. The Act explains how these rights can be exercised and when they end. (38–47)\n\n- Remedies for breach: It lists remedies for sellers (action for the price, damages for non‑acceptance) and for buyers (damages for non‑delivery, specific performance in some cases, damages for breach of warranty). It also preserves rights to interest and special damages where law allows. (48–53)\n\n- Auctions and special commodity rules: The Act sets auction rules (how a sale is completed, bidding restrictions unless reserved) and invalidates contract terms commonly called draft allowances for wool and sheepskins. (57, 57A, 57B)\n\nWhy the Act exists (as stated) and what that implies practically\n\n- The Act codifies (putting into statute form) the law about sale of goods. That purpose means the statute supplies default rules for trade relationships and a common reference about ownership, risk, delivery, implied terms and remedies. (Long title; A1–A2; Parts 1–6)\n\nPractical incentives, costs and trade‑offs (source‑based)\n\n- Who pays and who bears risk: Unless the parties agree otherwise, risk passes with property to the buyer (20). This creates an incentive for buyers to control when property passes (for example, by conditioning appropriation or requiring certain shipping documents) and for sellers to reserve disposal rights if they want to keep the risk until payment (19). Sellers who deliver to carriers without reserving disposal may lose their lien (42(1)(a)).\n\n- Remedies concentrated vs diffuse: Remedies such as lien, stoppage in transitu and rights of re‑sale (39–47) concentrate specific enforcement power in a seller who retains possession or who can intercept goods in transit. Costs and uncertainty from those powers (for buyers, subsequent purchasers, and carriers) are dispersed among many market participants. The Act limits some seller practices (for example, how reservation of disposal is evidenced by certain bill of lading terms (19(2))).\n\n- Contracting out and negotiation: The Act permits parties to vary or exclude implied rights and liabilities by express agreement, course of dealing or trade usage (54). That preserves private choice and shifts the law from mandatory defaults to negotiated outcomes where parties agree, but it also imposes a compliance task: businesses must draft clear contractual terms to achieve their preferred allocation of risk and remedies.\n\n- Fact‑based standards and judicial discretion: Several key questions are left as questions of fact for courts — \"reasonable price\" (8(2)), \"reasonable time\" (55), \"reasonable opportunity\" to compare bulk with sample (15(2)(b)), and the parties’ intention about when property passes (17–18). This leaves application to litigation and produces legal uncertainty until a court decides a given set of facts.\n\n- Administrative/operational tasks for merchants: To preserve or assert rights under the Act, parties must follow procedural steps — for example, appropriate the goods with assent (18 Rule 5), reserve disposal in shipping documents (19(2)), give notice to carriers to stop goods (45), or give buyers an opportunity to inspect (34). Failing those steps may change who bears risk, or forfeit remedies (42(1)). Those tasks impose predictable operational costs.\n\n- Interaction with other legislation and registered interests: The Act expressly preserves or defers to other laws in some areas (for example, it does not displace rules in insolvency (59(1)), it preserves common law rules except where inconsistent (59(2)), and it recognises statutory schemes such as the Goods Securities Act (s 25(4) insertion)). That means parties dealing with secured interests or registered security regimes must manage parallel compliance and priority rules.\n\nImplementation risks and likely substitution effects\n\n- Risk allocation and commercial practices: Where the Act’s default allocations (property/risk with appropriation; liens for sellers; delivery to carriers treated as delivery to buyers) are undesirable to a party, they will typically respond by contractual clauses (s54), different delivery terms, insurance arrangements (s32(3)–(4)) or by altering commercial practice (for example, hold documents of title until payment). Those substitutions are foreseen by the Act but require drafting and operational change.\n\n- Bulk sales: The bulk‑goods rule (20A) creates a new mechanical route for property to pass (undivided shares in a bulk once identification and payment criteria are met). That alters how buyers and sellers of commodities will document payment and delivery entitlement, and it may reduce disputes about when title passed in bulk transactions (20A).\n\nCompliance burden and enforcement\n\n- The Act is enforcement‑driven: many rights are enforceable by action (56). Businesses must keep records and evidence to prove appropriation, reservation, delivery, payment and notices. Courts decide ambiguous fact questions and apply statutory rules to specific transactions, so predictable compliance requires careful transactional documentation (3, 16–20, 32, 45, 54).\n\nImplementation discretion\n\n- The Act leaves many matters to courts to decide on the facts (for example, intention about property passing, what is reasonable time or price), which gives the judiciary a central role in applying the Act to particular disputes (17–18, 8(2), 55). That is a design feature: the statute sets standards but invokes judicial fact‑finding to operationalise them.\n\nKey sections to look at for particular issues\n\n- Ownership/risk timing: 16–20, 20A\n- Implied terms and fitness/merchantable quality: 12–15, 14\n- Unpaid seller remedies (lien, stoppage, resale): 38–47\n- Delivery and carriage: 29–33\n- Remedies and measure of damages: 48–53\n- Contracting out of implied terms: 54\n- Auction and commodity exceptions: 57, 57A, 57B\n\nIn short: the Act supplies statutory default rules about how sale transactions operate (formation, title, risk, delivery, remedies), while leaving many details to party agreement or court fact‑finding. Parties who prefer allocations different from the defaults must express those allocations clearly in contract and follow the procedural steps the Act uses to protect or transfer title, risk and remedies (for example, appropriation, reservation of disposal, notice to carriers)."}},"importantCases":[],"_links":{"self":"/api/acts/sale-of-goods-act-1895","history":"/api/acts/sale-of-goods-act-1895/history","analysis":"/api/acts/sale-of-goods-act-1895/analysis","conflicts":"/api/acts/sale-of-goods-act-1895/conflicts","importantCases":"/api/acts/sale-of-goods-act-1895/important-cases","documents":"/api/acts/sale-of-goods-act-1895/documents"}}