{"id":"qld:act-1896-006","name":"Sale of Goods Act 1896","slug":"sale-of-goods-act-1896","collection":"act","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"6 of 1896","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105792,"registerId":"qld-act-1896-006-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis Act may be cited as the Sale of Goods Act 1896 .","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":"Commencement","content":"### sec.2 Commencement\n\nThis Act shall come into operation on 1 January 1897.","sortOrder":2},{"sectionNumber":"sec.3","sectionType":"section","heading":"Interpretation of terms","content":"### sec.3 Interpretation of terms\n\nIn this Act—\naction includes counterclaim and set-off.\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 Factors Act.\nFactors Act means the Factors Act 1892 .\nfault means wrongful act or default.\nfuture goods means goods to be manufactured or acquired by the seller after the making of the contract of sale.\ngoods includes all chattels personal other than things in action and money, and also includes emblements 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 a defendant counterclaiming.\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 means 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.\nA thing is deemed to be done in good faith within the meaning of this Act when it is in fact done honestly, whether it is done negligently or not.\nA person is deemed to be insolvent within the meaning of this Act who either has ceased to pay the person’s debts in the ordinary course of business, or cannot pay the person’s debts as they become due, whether the person has committed an act of insolvency or not.\nGoods 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.\ns 3 amd 2007 No. 36 s 2 sch\n(sec.3-ssec.1) In this Act— action includes counterclaim and set-off. buyer means a person who buys or agrees to buy goods. contract of sale includes an agreement to sell as well as a sale. delivery means voluntary transfer of possession from one person to another. document of title to goods has the same meaning as it has in the Factors Act. Factors Act means the Factors Act 1892 . fault means wrongful act or default. future goods means goods to be manufactured or acquired by the seller after the making of the contract of sale. goods includes all chattels personal other than things in action and money, and also includes emblements and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale. plaintiff includes a defendant counterclaiming. property means the general property in goods and not merely a special property. quality of goods includes their state or condition. sale includes a bargain and sale as well as a sale and delivery. seller means a person who sells or agrees to sell goods. specific goods means goods identified and agreed upon at the time a contract of sale is made. warranty means an agreement with reference to goods which are the subject of a contract of sale but collateral to the main purpose of 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(sec.3-ssec.2) A thing is deemed to be done in good faith within the meaning of this Act when it is in fact done honestly, whether it is done negligently or not.\n(sec.3-ssec.3) A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay the person’s debts in the ordinary course of business, or cannot pay the person’s debts as they become due, whether the person has committed an act of insolvency or not.\n(sec.3-ssec.4) Goods are in a deliverable state within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.","sortOrder":3},{"sectionNumber":"pt.2","sectionType":"part","heading":"Formation of the contract","content":"# Formation of the contract","sortOrder":4},{"sectionNumber":"pt.2-div.1","sectionType":"division","heading":"Contract of sale","content":"## Contract of sale","sortOrder":5},{"sectionNumber":"sec.4","sectionType":"section","heading":"Sale and agreement to sell","content":"### sec.4 Sale and agreement to sell\n\nA 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 .\nThere may be a contract of sale between one part owner and another.\nA contract of sale may be absolute or conditional.\nWhen 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 when 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 .\nAn agreement to sell becomes a sale when the time has elapsed or the conditions have been fulfilled subject to which the property in the goods is to be transferred.\n(sec.4-ssec.1) A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price .\n(sec.4-ssec.1A) There may be a contract of sale between one part owner and another.\n(sec.4-ssec.2) A contract of sale may be absolute or conditional.\n(sec.4-ssec.3) When 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 when 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(sec.4-ssec.4) An agreement to sell becomes a sale when the time has elapsed or the conditions have been fulfilled subject to which the property in the goods is to be transferred.","sortOrder":6},{"sectionNumber":"sec.5","sectionType":"section","heading":"Capacity to buy and sell","content":"### sec.5 Capacity to buy and sell\n\nCapacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.\nHowever, when necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, the person must pay a reasonable price therefor.\nIn this section—\nnecessaries means goods suitable to the condition in life of such infant or other person, and to his or her actual requirements at the time of the sale and delivery.\n(sec.5-ssec.1) Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.\n(sec.5-ssec.2) However, when necessaries are sold and delivered to an infant, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, the person must pay a reasonable price therefor.\n(sec.5-ssec.3) In this section— necessaries means goods suitable to the condition in life of such infant or other person, and to his or her actual requirements at the time of the sale and delivery.","sortOrder":7},{"sectionNumber":"pt.2-div.2","sectionType":"division","heading":"Formalities of the contract","content":"## Formalities of the contract","sortOrder":8},{"sectionNumber":"sec.6","sectionType":"section","heading":"Contract of sale, how made","content":"### sec.6 Contract of sale, how made\n\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.\nThis section does not affect the law relating to corporations.\n(sec.6-ssec.1) Subject 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.\n(sec.6-ssec.2) This section does not affect the law relating to corporations.","sortOrder":9},{"sectionNumber":"sec.7","sectionType":"section","heading":"Contract of sale for ten pounds and upwards","content":"### sec.7 Contract of sale for ten pounds and upwards\n\ns 7 om 1972 No. 12 s 3 sch","sortOrder":10},{"sectionNumber":"pt.2-div.3","sectionType":"division","heading":"Subject matter of contract","content":"## Subject matter of contract","sortOrder":11},{"sectionNumber":"sec.8","sectionType":"section","heading":"Existing or future goods","content":"### sec.8 Existing or future goods\n\nThe goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or future goods.\nThere 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.\nWhen 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.\n(sec.8-ssec.1) The goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or future goods.\n(sec.8-ssec.2) There may be a contract for the sale of goods, the acquisition of which by the seller depends upon a contingency which may or may not happen.\n(sec.8-ssec.3) When 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.","sortOrder":12},{"sectionNumber":"sec.9","sectionType":"section","heading":"Goods which have perished","content":"### sec.9 Goods which have perished\n\nWhen 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.","sortOrder":13},{"sectionNumber":"sec.10","sectionType":"section","heading":"Goods perishing before sale, but after agreement to sell","content":"### sec.10 Goods perishing before sale, but after agreement to sell\n\nWhen there is an agreement to sell specific goods, and subsequently the goods, without any fault on the part of the seller or buyer, perish before the risk passes to the buyer, the agreement is avoided.","sortOrder":14},{"sectionNumber":"pt.2-div.4","sectionType":"division","heading":"The price","content":"## The price","sortOrder":15},{"sectionNumber":"sec.11","sectionType":"section","heading":"Ascertainment of price","content":"### sec.11 Ascertainment of price\n\nThe 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.\nWhen the price is not determined in accordance with subsection (1) the buyer must pay a reasonable price.\nWhat is a reasonable price is a question of fact dependent on the circumstances of each particular case.\n(sec.11-ssec.1) The 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(sec.11-ssec.2) When the price is not determined in accordance with subsection (1) the buyer must pay a reasonable price.\n(sec.11-ssec.3) What is a reasonable price is a question of fact dependent on the circumstances of each particular case.","sortOrder":16},{"sectionNumber":"sec.12","sectionType":"section","heading":"Agreement to sell at valuation","content":"### sec.12 Agreement to sell at valuation\n\nWhen 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.\nHowever, if the goods or any part thereof have been delivered to and appropriated by the buyer the buyer must pay a reasonable price for them.\nWhen 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.\n(sec.12-ssec.1) When 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.\n(sec.12-ssec.1A) However, if the goods or any part thereof have been delivered to and appropriated by the buyer the buyer must pay a reasonable price for them.\n(sec.12-ssec.2) When 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.","sortOrder":17},{"sectionNumber":"pt.2-div.5","sectionType":"division","heading":"Conditions and warranties","content":"## Conditions and warranties","sortOrder":18},{"sectionNumber":"sec.13","sectionType":"section","heading":"Stipulations as to time","content":"### sec.13 Stipulations as to time\n\nUnless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of a contract of sale.\nWhether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract.\nIn a contract of sale—\nmonth means prima facie calendar month.\n(sec.13-ssec.1) Unless a different intention appears from the terms of the contract, stipulations as to time of payment are not deemed to be of the essence of a contract of sale.\n(sec.13-ssec.1A) Whether any other stipulation as to time is of the essence of the contract or not depends on the terms of the contract.\n(sec.13-ssec.2) In a contract of sale— month means prima facie calendar month.","sortOrder":19},{"sectionNumber":"sec.14","sectionType":"section","heading":"When condition to be treated as warranty","content":"### sec.14 When condition to be treated as warranty\n\nWhen 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.\nWhether 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.\nA stipulation may be a condition, though called a warranty in the contract.\nWhen a contract of sale is not severable, and the buyer has accepted the goods, or part thereof, or when the contract is for specific goods the property in which has passed to the buyer, the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty and not as a ground for rejecting the goods and treating the contract as repudiated, unless there is a term of the contract, express or implied, to that effect.\nThis section does not affect the case of any condition or warranty, the fulfilment of which is excused by law by reason of impossibility or otherwise.\n(sec.14-ssec.1) When 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(sec.14-ssec.2) Whether a stipulation in a contract of sale is a condition the breach of which may give rise to a right to treat the contract as repudiated, or a warranty the breach of which may give rise to a claim for damages but not to a right to reject the goods and treat the contract as repudiated, depends in each case on the construction of the contract.\n(sec.14-ssec.2A) A stipulation may be a condition, though called a warranty in the contract.\n(sec.14-ssec.3) When a contract of sale is not severable, and the buyer has accepted the goods, or part thereof, or when the contract is for specific goods the property in which has passed to the buyer, the breach of any condition to be fulfilled by the seller can only be treated as a breach of warranty and not as a ground for rejecting the goods and treating the contract as repudiated, unless there is a term of the contract, express or implied, to that effect.\n(sec.14-ssec.4) This section does not affect the case of any condition or warranty, the fulfilment of which is excused by law by reason of impossibility or otherwise.","sortOrder":20},{"sectionNumber":"sec.15","sectionType":"section","heading":"Implied undertaking as to title etc.","content":"### sec.15 Implied undertaking as to title etc.\n\nIn a contract of sale, unless the circumstances of the contract are such as to show a different intention, there is—\nan implied condition on the part of the seller that in the case of a sale the seller has a right to sell the goods, and that in the case of an agreement to sell the seller will have a right to sell the goods at the time when the property is to pass;\nan implied warranty that the buyer shall have and enjoy quiet possession of the goods;\nan 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.\n- (a) an implied condition on the part of the seller that in the case of a sale the seller has a right to sell the goods, and that in the case of an agreement to sell the seller will have a right to sell the goods at the time when the property is to pass;\n- (b) an implied warranty that the buyer shall have and enjoy quiet possession of the goods;\n- (c) an 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.","sortOrder":21},{"sectionNumber":"sec.16","sectionType":"section","heading":"Sale by description","content":"### sec.16 Sale by description\n\nWhen 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 is 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.","sortOrder":22},{"sectionNumber":"sec.17","sectionType":"section","heading":"Implied conditions as to quality or fitness","content":"### sec.17 Implied conditions as to quality or fitness\n\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—\nwhen 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 the seller is the manufacturer or not), there is an implied condition that the goods shall be reasonably fit for such purpose;\nhowever, 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;\nwhen goods are bought by description from a seller who deals in goods of that description (whether the seller is the manufacturer or not) there is an implied condition that the goods shall be of merchantable quality;\nhowever, if the buyer has examined the goods, there is no implied condition as regards defects which such examination ought to have revealed;\nan implied warranty or condition as to quality or fitness for a particular purpose may be annexed by the usage of trade, if the usage is such as to bind both parties to the contract;\nan express warranty or condition does not negative a warranty or condition implied by this Act unless inconsistent therewith.\n- (a) when 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 the seller is the manufacturer or not), there is an implied condition that the goods shall be reasonably fit for such purpose;\n- (b) however, 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- (c) when goods are bought by description from a seller who deals in goods of that description (whether the seller is the manufacturer or not) there is an implied condition that the goods shall be of merchantable quality;\n- (d) however, if the buyer has examined the goods, there is no implied condition as regards defects which such examination ought to have revealed;\n- (e) an implied warranty or condition as to quality or fitness for a particular purpose may be annexed by the usage of trade, if the usage is such as to bind both parties to the contract;\n- (f) an express warranty or condition does not negative a warranty or condition implied by this Act unless inconsistent therewith.","sortOrder":23},{"sectionNumber":"pt.2-div.6","sectionType":"division","heading":"Sale by sample","content":"## Sale by sample","sortOrder":24},{"sectionNumber":"sec.18","sectionType":"section","heading":"Sale by sample","content":"### sec.18 Sale by sample\n\nA contract of sale is a contract for sale by sample when there is a term in the contract, express or implied, to that effect.\nIn the case of a contract for sale by sample—\nthere is an implied condition that the bulk shall correspond with the sample in quality;\nthere is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample;\nthere 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.\n(sec.18-ssec.1) A contract of sale is a contract for sale by sample when there is a term in the contract, express or implied, to that effect.\n(sec.18-ssec.2) In the case of a contract for sale by sample— there is an implied condition that the bulk shall correspond with the sample in quality; there is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample; there is an implied condition that the goods shall be free from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.\n- (a) there is an implied condition that the bulk shall correspond with the sample in quality;\n- (b) there is an implied condition that the buyer shall have a reasonable opportunity of comparing the bulk with the sample;\n- (c) there is an implied condition that the goods shall be free from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.","sortOrder":25},{"sectionNumber":"pt.3","sectionType":"part","heading":"Effects of the contract","content":"# Effects of the contract","sortOrder":26},{"sectionNumber":"pt.3-div.1","sectionType":"division","heading":"Transfer of property as between seller and buyer","content":"## Transfer of property as between seller and buyer","sortOrder":27},{"sectionNumber":"sec.19","sectionType":"section","heading":"Goods must be ascertained","content":"### sec.19 Goods must be ascertained\n\nWhen 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.","sortOrder":28},{"sectionNumber":"sec.20","sectionType":"section","heading":"Property passes when intended to pass","content":"### sec.20 Property passes when intended to pass\n\nWhen 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 intended it to be transferred.\nFor the purpose of ascertaining the intention of the parties regard is to be had to the terms of the contract, the conduct of the parties, and the circumstances of the case.\n(sec.20-ssec.1) When 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 intended it to be transferred.\n(sec.20-ssec.2) For the purpose of ascertaining the intention of the parties regard is to be had to the terms of the contract, the conduct of the parties, and the circumstances of the case.","sortOrder":29},{"sectionNumber":"sec.21","sectionType":"section","heading":"Rules for ascertaining intention","content":"### sec.21 Rules for ascertaining intention\n\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\nWhen 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, is or are postponed.\nRule 2\nWhen 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 is done and the buyer has notice thereof.\nRule 3\nWhen 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 is done and the buyer has notice thereof.\nRule 4\nWhen goods are delivered to the buyer on approval or ‘on sale or return’ or other similar terms the property therein passes to the buyer—\nwhen the buyer signifies the buyer’s approval or acceptance to the seller, or does any other act adopting the transaction;\nif the buyer does not signify the buyer’s 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.\nWhat is a reasonable time is a question of fact.\nRule 5\nWhen 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.\nSuch assent may be express or implied, and may be given either before or after the appropriation is made.\nWhen, in pursuance of the contract, the seller delivers the goods to the buyer or to a carrier or other bailee (whether named by the buyer or not) for the purpose of transmission to the buyer, and does not reserve the right of disposal, the seller is deemed to have unconditionally appropriated the goods to the contract.\n(sec.21-ssec) Unless a different intention appears, the following are rules for ascertaining the intention of the parties as to the time at which the property in the goods is to pass to the buyer—\n(sec.21-ssec-oc.2) Rule 1\n(sec.21-ssec-oc.3) When 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, is or are postponed.\n(sec.21-ssec-oc.4) Rule 2\n(sec.21-ssec-oc.5) When 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 is done and the buyer has notice thereof.\n(sec.21-ssec-oc.6) Rule 3\n(sec.21-ssec-oc.7) When 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 is done and the buyer has notice thereof.\n(sec.21-ssec-oc.8) Rule 4\n(sec.21-ssec.1) 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— when the buyer signifies the buyer’s approval or acceptance to the seller, or does any other act adopting the transaction; if the buyer does not signify the buyer’s 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.\n(sec.21-ssec.2) What is a reasonable time is a question of fact.\n(sec.21-ssec-oc.9) Rule 5\n(sec.21-ssec.1-oc.2) When 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.\n(sec.21-ssec.1A) Such assent may be express or implied, and may be given either before or after the appropriation is made.\n(sec.21-ssec.2-oc.2) When, in pursuance of the contract, the seller delivers the goods to the buyer or to a carrier or other bailee (whether named by the buyer or not) for the purpose of transmission to the buyer, and does not reserve the right of disposal, the seller is deemed to have unconditionally appropriated the goods to the contract.\n- (a) when the buyer signifies the buyer’s approval or acceptance to the seller, or does any other act adopting the transaction;\n- (b) if the buyer does not signify the buyer’s 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.","sortOrder":30},{"sectionNumber":"sec.22","sectionType":"section","heading":"Reservation of right of disposal","content":"### sec.22 Reservation of right of disposal\n\nWhen there is a contract for the sale of specific goods or when goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of disposal of the goods until certain conditions are fulfilled.\nIn such case, notwithstanding the delivery of the goods to the buyer, or to a carrier or other bailee for the purpose of transmission to the buyer, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled.\nWhen goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or the seller’s agent, the seller is prima facie deemed to reserve the right of disposal.\nWhen 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 the buyer does not honour the bill of exchange, and if the buyer wrongfully retains the bill of lading the property in the goods does not pass to the buyer.\n(sec.22-ssec.1) When there is a contract for the sale of specific goods or when goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of disposal of the goods until certain conditions are fulfilled.\n(sec.22-ssec.1A) In such case, notwithstanding the delivery of the goods to the buyer, or to a carrier or other bailee for the purpose of transmission to the buyer, the property in the goods does not pass to the buyer until the conditions imposed by the seller are fulfilled.\n(sec.22-ssec.2) When goods are shipped, and by the bill of lading the goods are deliverable to the order of the seller or the seller’s agent, the seller is prima facie deemed to reserve the right of disposal.\n(sec.22-ssec.3) When 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 the buyer does not honour the bill of exchange, and if the buyer wrongfully retains the bill of lading the property in the goods does not pass to the buyer.","sortOrder":31},{"sectionNumber":"sec.23","sectionType":"section","heading":"Risk prima facie passes with property","content":"### sec.23 Risk prima facie passes with property\n\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.\nHowever, when 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.\nThis section does not affect the duties or liabilities of either seller or buyer as a bailee of the goods of the other party.\n(sec.23-ssec.1) Unless otherwise agreed, the goods remain at the seller’s risk until the property therein is transferred to the buyer, but when the property therein is transferred to the buyer, the goods are at the buyer’s risk whether delivery has been made or not.\n(sec.23-ssec.2) However, when 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.\n(sec.23-ssec.3) This section does not affect the duties or liabilities of either seller or buyer as a bailee of the goods of the other party.","sortOrder":32},{"sectionNumber":"pt.3-div.2","sectionType":"division","heading":"Transfer of title","content":"## Transfer of title","sortOrder":33},{"sectionNumber":"sec.24","sectionType":"section","heading":"Sale by person not the owner","content":"### sec.24 Sale by person not the owner\n\nSubject to the provisions of this Act, when 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 the owner’s conduct precluded from denying the seller’s authority to sell.\nThis Act does not affect—\nthe provisions of the Factors Act, or any enactment enabling the apparent owner of goods to dispose of them as if the apparent owner were the true owner thereof;\nthe 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.\n(sec.24-ssec.1) Subject to the provisions of this Act, when 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 the owner’s conduct precluded from denying the seller’s authority to sell.\n(sec.24-ssec.2) This Act does not affect— the provisions of the Factors Act, or any enactment enabling the apparent owner of goods to dispose of them as if the apparent owner were the true owner thereof; the validity of any contract of sale under any special common law or statutory power of sale or under the order of a court of competent jurisdiction.\n- (a) the provisions of the Factors Act, or any enactment enabling the apparent owner of goods to dispose of them as if the apparent owner were the true owner thereof;\n- (b) the validity of any contract of sale under any special common law or statutory power of sale or under the order of a court of competent jurisdiction.","sortOrder":34},{"sectionNumber":"sec.25","sectionType":"section","heading":"Sale under voidable title","content":"### sec.25 Sale under voidable title\n\nWhen the seller of goods has a voidable title thereto, but the seller’s title has not been avoided at the time of the sale, the buyer acquires a good title to the goods, if the buyer buys them in good faith and without notice of the seller’s defect of title.","sortOrder":35},{"sectionNumber":"sec.26","sectionType":"section","heading":"Revesting of property in stolen goods on conviction of offender","content":"### sec.26 Revesting of property in stolen goods on conviction of offender\n\nWhen goods have been stolen and the offender is prosecuted to conviction, the property in the goods so stolen revests in the person who was the owner of the goods, or the person’s personal representative, notwithstanding any intermediate dealing with them.\nNotwithstanding any enactment to the contrary, when goods have been obtained by fraud or other wrongful means not amounting to stealing, the property in such goods does not revest in the person who was the owner of the goods, or the person’s personal representative, by reason only of the conviction of the offender.\n(sec.26-ssec.1) When goods have been stolen and the offender is prosecuted to conviction, the property in the goods so stolen revests in the person who was the owner of the goods, or the person’s personal representative, notwithstanding any intermediate dealing with them.\n(sec.26-ssec.2) Notwithstanding any enactment to the contrary, when goods have been obtained by fraud or other wrongful means not amounting to stealing, the property in such goods does not revest in the person who was the owner of the goods, or the person’s personal representative, by reason only of the conviction of the offender.","sortOrder":36},{"sectionNumber":"sec.27","sectionType":"section","heading":"Seller or buyer in possession after sale","content":"### sec.27 Seller or buyer in possession after sale\n\nWhen 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 the person, of the goods or documents of title under any sale, pledge, or other disposition thereof to any person receiving the same in good faith and without notice of the previous sale, has the same effect as if the person making the delivery or transfer were expressly authorised by the owner of the goods to make the same.\nWhen 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 the person, of the goods or documents of title under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, has the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.\nIn this section—\nmercantile agent has the same meaning as in the Factors Act.\n(sec.27-ssec.1) When 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 the person, of the goods or documents of title under any sale, pledge, or other disposition thereof to any person receiving the same in good faith and without notice of the previous sale, has the same effect as if the person making the delivery or transfer were expressly authorised by the owner of the goods to make the same.\n(sec.27-ssec.2) When 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 the person, of the goods or documents of title under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith and without notice of any lien or other right of the original seller in respect of the goods, has the same effect as if the person making the delivery or transfer were a mercantile agent in possession of the goods or documents of title with the consent of the owner.\n(sec.27-ssec.3) In this section— mercantile agent has the same meaning as in the Factors Act.","sortOrder":37},{"sectionNumber":"sec.28","sectionType":"section","heading":"Effect of writs of execution","content":"### sec.28 Effect of writs of execution\n\nA writ of fieri-facias or other writ of execution against goods binds the property in the goods of the execution debtor as from the time when the writ is delivered to the sheriff to be executed; and, for the better manifestation of such time, it is the duty of the sheriff upon the receipt of any such writ to endorse upon the back thereof the hour, day, month, and year when the sheriff received it.\nBut the delivery of such a writ to the sheriff does not 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 the person acquired the person’s title notice that such writ or any other writ by virtue of which the goods of the execution debtor might be seized or attached had been delivered to and remained unexecuted in the hands of the sheriff.\nIn this section—\nsheriff includes any officer charged with the enforcement of a writ of execution.\n(sec.28-ssec.1) A writ of fieri-facias or other writ of execution against goods binds the property in the goods of the execution debtor as from the time when the writ is delivered to the sheriff to be executed; and, for the better manifestation of such time, it is the duty of the sheriff upon the receipt of any such writ to endorse upon the back thereof the hour, day, month, and year when the sheriff received it.\n(sec.28-ssec.1A) But the delivery of such a writ to the sheriff does not 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 the person acquired the person’s title notice that such writ or any other writ by virtue of which the goods of the execution debtor might be seized or attached had been delivered to and remained unexecuted in the hands of the sheriff.\n(sec.28-ssec.2) In this section— sheriff includes any officer charged with the enforcement of a writ of execution.","sortOrder":38},{"sectionNumber":"pt.4","sectionType":"part","heading":"Performance of the contract","content":"# Performance of the contract","sortOrder":39},{"sectionNumber":"sec.29","sectionType":"section","heading":"Duties of seller and buyer","content":"### sec.29 Duties of seller and buyer\n\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.","sortOrder":40},{"sectionNumber":"sec.30","sectionType":"section","heading":"Payment and delivery are concurrent conditions","content":"### sec.30 Payment and delivery are concurrent conditions\n\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.","sortOrder":41},{"sectionNumber":"sec.31","sectionType":"section","heading":"Rules as to delivery","content":"### sec.31 Rules as to delivery\n\nWhether 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.\nApart from any such contract, express or implied, the place of delivery is the seller’s place of business, if the seller has one, and if not, the seller’s residence.\nHowever, if the contract is for the sale of specific goods which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of delivery.\nWhen 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.\nWhen the goods at the time of sale are in the possession of a third person, there is no delivery by the seller to the buyer unless and until such third person acknowledges to the buyer that the third person holds the goods on the buyer’s behalf.\nDemand or tender of delivery may be treated as ineffectual unless made at a reasonable hour.\nWhat is a reasonable hour is a question of fact.\nUnless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.\nThis section does not affect the operation of the issue or transfer of any document of title to goods.\n(sec.31-ssec.1) Whether it is for the buyer to take possession of the goods or for the seller to send them to the buyer is a question depending in each case on the contract, express or implied, between the parties.\n(sec.31-ssec.1A) Apart from any such contract, express or implied, the place of delivery is the seller’s place of business, if the seller has one, and if not, the seller’s residence.\n(sec.31-ssec.1B) However, if the contract is for the sale of specific goods which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of delivery.\n(sec.31-ssec.2) When 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(sec.31-ssec.3) When the goods at the time of sale are in the possession of a third person, there is no delivery by the seller to the buyer unless and until such third person acknowledges to the buyer that the third person holds the goods on the buyer’s behalf.\n(sec.31-ssec.4) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour.\n(sec.31-ssec.4A) What is a reasonable hour is a question of fact.\n(sec.31-ssec.5) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller.\n(sec.31-ssec.6) This section does not affect the operation of the issue or transfer of any document of title to goods.","sortOrder":42},{"sectionNumber":"sec.32","sectionType":"section","heading":"Delivery of wrong quantity","content":"### sec.32 Delivery of wrong quantity\n\nWhen the seller delivers to the buyer a quantity of goods less than the seller contracted to sell, the buyer may reject them, but if the buyer accepts the goods so delivered the buyer must pay for them at the contract rate.\nWhen the seller delivers to the buyer a quantity of goods larger than the seller contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or the buyer may reject the whole.\nIf the buyer accepts the whole of the goods so delivered the buyer must pay for them at the contract rate.\nWhen the seller delivers to the buyer the goods which the seller contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or the buyer may reject the whole.\nThe provisions of this section are subject to any usage of trade special agreement, or course of dealing between the parties.\n(sec.32-ssec.1) When the seller delivers to the buyer a quantity of goods less than the seller contracted to sell, the buyer may reject them, but if the buyer accepts the goods so delivered the buyer must pay for them at the contract rate.\n(sec.32-ssec.2) When the seller delivers to the buyer a quantity of goods larger than the seller contracted to sell, the buyer may accept the goods included in the contract and reject the rest, or the buyer may reject the whole.\n(sec.32-ssec.2A) If the buyer accepts the whole of the goods so delivered the buyer must pay for them at the contract rate.\n(sec.32-ssec.3) When the seller delivers to the buyer the goods which the seller contracted to sell mixed with goods of a different description not included in the contract, the buyer may accept the goods which are in accordance with the contract and reject the rest, or the buyer may reject the whole.\n(sec.32-ssec.4) The provisions of this section are subject to any usage of trade special agreement, or course of dealing between the parties.","sortOrder":43},{"sectionNumber":"sec.33","sectionType":"section","heading":"Instalment deliveries","content":"### sec.33 Instalment deliveries\n\nUnless otherwise agreed, the buyer of goods is not bound to accept delivery of them by instalments.\nWhen 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 1 or more instalments, or the buyer neglects or refuses to take delivery of or pay for 1 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.\n(sec.33-ssec.1) Unless otherwise agreed, the buyer of goods is not bound to accept delivery of them by instalments.\n(sec.33-ssec.2) When 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 1 or more instalments, or the buyer neglects or refuses to take delivery of or pay for 1 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.","sortOrder":44},{"sectionNumber":"sec.34","sectionType":"section","heading":"Delivery to carrier","content":"### sec.34 Delivery to carrier\n\nWhen, 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.\nUnless 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.\nIf the seller omits so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself or herself, or may hold the seller responsible in damages.\nUnless otherwise agreed, when 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 the buyer to insure them during their sea transit, and if the seller fails to do so, the goods are deemed to be at the seller’s risk during such sea transit.\n(sec.34-ssec.1) When, 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(sec.34-ssec.2) Unless otherwise authorised by the buyer, the seller must make such contract with the carrier on behalf of the buyer as may be reasonable having regard to the nature of the goods and the other circumstances of the case.\n(sec.34-ssec.2A) If the seller omits so to do, and the goods are lost or damaged in course of transit, the buyer may decline to treat the delivery to the carrier as a delivery to himself or herself, or may hold the seller responsible in damages.\n(sec.34-ssec.3) Unless otherwise agreed, when 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 the buyer to insure them during their sea transit, and if the seller fails to do so, the goods are deemed to be at the seller’s risk during such sea transit.","sortOrder":45},{"sectionNumber":"sec.35","sectionType":"section","heading":"Risk where goods are delivered at distant place","content":"### sec.35 Risk where goods are delivered at distant place\n\nWhen the seller of goods agrees to deliver them at the seller’s 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.","sortOrder":46},{"sectionNumber":"sec.36","sectionType":"section","heading":"Buyer’s right of examining the goods","content":"### sec.36 Buyer’s right of examining the goods\n\nWhen goods are delivered to the buyer, which the buyer has not previously examined, the buyer is not deemed to have accepted them unless and until the buyer has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.\nUnless otherwise agreed, when the seller tenders delivery of goods to the buyer, the seller 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.\n(sec.36-ssec.1) When goods are delivered to the buyer, which the buyer has not previously examined, the buyer is not deemed to have accepted them unless and until the buyer has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the contract.\n(sec.36-ssec.2) Unless otherwise agreed, when the seller tenders delivery of goods to the buyer, the seller 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.","sortOrder":47},{"sectionNumber":"sec.37","sectionType":"section","heading":"Acceptance","content":"### sec.37 Acceptance\n\nThe buyer is deemed to have accepted the goods when the buyer intimates to the seller that the buyer has accepted them, or when the goods have been delivered to the buyer, and the buyer 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, the buyer retains the goods without intimating to the seller that the buyer has rejected them.","sortOrder":48},{"sectionNumber":"sec.38","sectionType":"section","heading":"Buyer not bound to return rejected goods","content":"### sec.38 Buyer not bound to return rejected goods\n\nUnless otherwise agreed, when goods are delivered to the buyer and the buyer refuses to accept them, having the right so to do, the buyer is not bound to return them to the seller, but it is sufficient if the buyer intimates to the seller that the buyer refuses to accept them.","sortOrder":49},{"sectionNumber":"sec.39","sectionType":"section","heading":"Liability of buyer for neglecting or refusing delivery of goods","content":"### sec.39 Liability of buyer for neglecting or refusing delivery of goods\n\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, the buyer is liable to the seller for any loss occasioned by the buyer’s neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods.\nThis section does not affect the rights of the seller if the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.\n(sec.39-ssec.1) When the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not within a reasonable time after such request take delivery of the goods, the buyer is liable to the seller for any loss occasioned by the buyer’s neglect or refusal to take delivery, and also for a reasonable charge for the care and custody of the goods.\n(sec.39-ssec.2) This section does not affect the rights of the seller if the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.","sortOrder":50},{"sectionNumber":"pt.5","sectionType":"part","heading":null,"content":"","sortOrder":51},{"sectionNumber":"pt.5-div.1","sectionType":"division","heading":"Rights of unpaid seller against the goods","content":"## Rights of unpaid seller against the goods","sortOrder":52},{"sectionNumber":"sec.40","sectionType":"section","heading":"Unpaid seller defined","content":"### sec.40 Unpaid seller defined\n\nThe seller of goods is deemed to be an unpaid seller within the meaning of this Act—\nwhen the whole of the price has not been paid or tendered;\nwhen 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.\nIn this Part—\nseller 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 or herself paid, or is directly responsible for, the price.\n(sec.40-ssec.1) The seller of goods is deemed to be an unpaid seller within the meaning of this Act— when the whole of the price has not been paid or tendered; when a bill of exchange or other negotiable instrument has been received as conditional payment, and the condition on which it was received has not been fulfilled by reason of the dishonour of the instrument or otherwise.\n(sec.40-ssec.2) In this Part— seller includes any person who is in the position of a seller, as, for instance, an agent of the seller to whom the bill of lading has been endorsed, or a consignor or agent who has himself or herself paid, or is directly responsible for, the price.\n- (a) when the whole of the price has not been paid or tendered;\n- (b) when a bill of exchange or other negotiable instrument has been received as conditional payment, and the condition on which it was received has not been fulfilled by reason of the dishonour of the instrument or otherwise.","sortOrder":53},{"sectionNumber":"sec.41","sectionType":"section","heading":"Unpaid seller’s right","content":"### sec.41 Unpaid seller’s right\n\nSubject 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 goods, as such, has by implication of law—\na right to retain the goods for the price while the unpaid seller is in possession of them;\nin case of the insolvency of the buyer—a right of stopping the goods in transitu after the unpaid seller has parted with the possession of them;\na right of resale as limited by this Act.\nWhen the property in goods has not passed to the buyer, the unpaid seller has, in addition to the unpaid seller’s other remedies, a right of withholding delivery similar to and coextensive with the unpaid seller’s rights of retention and stoppage in transitu when the property has passed to the buyer.\n(sec.41-ssec.1) Subject 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 goods, as such, has by implication of law— a right to retain the goods for the price while the unpaid seller is in possession of them; in case of the insolvency of the buyer—a right of stopping the goods in transitu after the unpaid seller has parted with the possession of them; a right of resale as limited by this Act.\n(sec.41-ssec.2) When the property in goods has not passed to the buyer, the unpaid seller has, in addition to the unpaid seller’s other remedies, a right of withholding delivery similar to and coextensive with the unpaid seller’s rights of retention and stoppage in transitu when the property has passed to the buyer.\n- (a) a right to retain the goods for the price while the unpaid seller is in possession of them;\n- (b) in case of the insolvency of the buyer—a right of stopping the goods in transitu after the unpaid seller has parted with the possession of them;\n- (c) a right of resale as limited by this Act.","sortOrder":54},{"sectionNumber":"pt.5-div.2","sectionType":"division","heading":"Unpaid seller’s right of retention","content":"## Unpaid seller’s right of retention","sortOrder":55},{"sectionNumber":"sec.42","sectionType":"section","heading":"Seller’s right of retention","content":"### sec.42 Seller’s right of retention\n\nSubject 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—\nwhen the goods have been sold without any stipulation as to credit;\nwhen the goods have been sold on credit, but the term of credit has expired;\nwhen the buyer becomes insolvent.\nThe seller may exercise the right of retention notwithstanding that the seller is in possession of the goods as agent or bailee for the buyer.\n(sec.42-ssec.1) Subject 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— when the goods have been sold without any stipulation as to credit; when the goods have been sold on credit, but the term of credit has expired; when the buyer becomes insolvent.\n(sec.42-ssec.2) The seller may exercise the right of retention notwithstanding that the seller is in possession of the goods as agent or bailee for the buyer.\n- (a) when the goods have been sold without any stipulation as to credit;\n- (b) when the goods have been sold on credit, but the term of credit has expired;\n- (c) when the buyer becomes insolvent.","sortOrder":56},{"sectionNumber":"sec.43","sectionType":"section","heading":"Part delivery","content":"### sec.43 Part delivery\n\nWhen an unpaid seller has made part delivery of the goods, the unpaid seller may exercise the right of retention on the remainder, unless such part delivery has been made under such circumstances as to show an agreement to waive that right.","sortOrder":57},{"sectionNumber":"sec.44","sectionType":"section","heading":"Termination of right of retention","content":"### sec.44 Termination of right of retention\n\nThe unpaid seller of goods loses the right of retention—\nwhen the unpaid seller delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without reserving the right of disposal of the goods;\nwhen the buyer or the buyer’s agent lawfully obtains possession of the goods;\nby waiver thereof.\nThe unpaid seller of goods, having a right of retention thereof, does not lose that right by reason only that the unpaid seller has obtained judgment for the price of the goods.\n(sec.44-ssec.1) The unpaid seller of goods loses the right of retention— when the unpaid seller delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without reserving the right of disposal of the goods; when the buyer or the buyer’s agent lawfully obtains possession of the goods; by waiver thereof.\n(sec.44-ssec.2) The unpaid seller of goods, having a right of retention thereof, does not lose that right by reason only that the unpaid seller has obtained judgment for the price of the goods.\n- (a) when the unpaid seller delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without reserving the right of disposal of the goods;\n- (b) when the buyer or the buyer’s agent lawfully obtains possession of the goods;\n- (c) by waiver thereof.","sortOrder":58},{"sectionNumber":"pt.5-div.3","sectionType":"division","heading":"Stoppage in transitu","content":"## Stoppage in transitu","sortOrder":59},{"sectionNumber":"sec.45","sectionType":"section","heading":"Right of stoppage in transitu","content":"### sec.45 Right of stoppage in transitu\n\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, the unpaid seller 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.","sortOrder":60},{"sectionNumber":"sec.46","sectionType":"section","heading":"Duration of transit","content":"### sec.46 Duration of transit\n\nGoods are deemed to be in course of transit from the time when they are delivered to a carrier by land or water, or other bailee, for the purpose of transmission to the buyer, until the buyer, or the buyer’s agent in that behalf, takes delivery of them from such carrier or other bailee.\nIf the buyer or the buyer’s agent in that behalf obtains delivery of the goods before their arrival at the appointed destination, the transit is at an end.\nIf, after the arrival of the goods at the appointed destination, the carrier or other bailee acknowledges to the buyer, or the buyer’s agent, that the carrier or other bailee holds the goods on the buyer’s behalf and continues in possession of them as bailee for the buyer or the buyer’s 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.\nIf the goods are rejected by the buyer and the carrier or other bailee continues in possession of them, the transit is not deemed to be at an end, even if the seller has refused to receive them back.\nWhen 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.\nWhen the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or the buyer’s agent in that behalf, the transit is deemed to be at an end.\nWhen part delivery of the goods has been made to the buyer, or the buyer’s 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.\n(sec.46-ssec.1) Goods are deemed to be in course of transit from the time when they are delivered to a carrier by land or water, or other bailee, for the purpose of transmission to the buyer, until the buyer, or the buyer’s agent in that behalf, takes delivery of them from such carrier or other bailee.\n(sec.46-ssec.2) If the buyer or the buyer’s agent in that behalf obtains delivery of the goods before their arrival at the appointed destination, the transit is at an end.\n(sec.46-ssec.3) If, after the arrival of the goods at the appointed destination, the carrier or other bailee acknowledges to the buyer, or the buyer’s agent, that the carrier or other bailee holds the goods on the buyer’s behalf and continues in possession of them as bailee for the buyer or the buyer’s 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(sec.46-ssec.4) If the goods are rejected by the buyer and the carrier or other bailee continues in possession of them, the transit is not deemed to be at an end, even if the seller has refused to receive them back.\n(sec.46-ssec.5) When goods are delivered to a ship chartered by the buyer it is a question depending on the circumstances of the particular case, whether they are in the possession of the master as a carrier or as agent to the buyer.\n(sec.46-ssec.6) When the carrier or other bailee wrongfully refuses to deliver the goods to the buyer or the buyer’s agent in that behalf, the transit is deemed to be at an end.\n(sec.46-ssec.7) When part delivery of the goods has been made to the buyer, or the buyer’s 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.","sortOrder":61},{"sectionNumber":"sec.47","sectionType":"section","heading":"How stoppage in transitu is effected","content":"### sec.47 How stoppage in transitu is effected\n\nThe unpaid seller may exercise the right of stoppage in transitu either by taking actual possession of the goods, or by giving notice of the unpaid seller’s claim to the carrier or other bailee in whose possession the goods are.\nSuch notice may be given either to the person in actual possession of the goods or to the person’s principal.\nIn 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 the principal’s servant or agent in time to prevent a delivery to the buyer.\nWhen notice of stoppage in transitu is given by the seller to the carrier, or other bailee in possession of the goods, the carrier or other bailee must re-deliver the goods to, or according to the directions of, the seller.\nThe expenses of such re-delivery must be borne by the seller.\n(sec.47-ssec.1) The unpaid seller may exercise the right of stoppage in transitu either by taking actual possession of the goods, or by giving notice of the unpaid seller’s claim to the carrier or other bailee in whose possession the goods are.\n(sec.47-ssec.1A) Such notice may be given either to the person in actual possession of the goods or to the person’s principal.\n(sec.47-ssec.1B) 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 the principal’s servant or agent in time to prevent a delivery to the buyer.\n(sec.47-ssec.2) When notice of stoppage in transitu is given by the seller to the carrier, or other bailee in possession of the goods, the carrier or other bailee must re-deliver the goods to, or according to the directions of, the seller.\n(sec.47-ssec.3) The expenses of such re-delivery must be borne by the seller.","sortOrder":62},{"sectionNumber":"pt.5-div.4","sectionType":"division","heading":"Resale by buyer or seller","content":"## Resale by buyer or seller","sortOrder":63},{"sectionNumber":"sec.48","sectionType":"section","heading":"Effect of sub-sale or pledge by buyer","content":"### sec.48 Effect of sub-sale or pledge by buyer\n\nSubject to the provisions of this Act, the unpaid seller’s right of 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.\nHowever, 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 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 retention or stoppage in transitu can only be exercised subject to the rights of the transferee.\n(sec.48-ssec.1) Subject to the provisions of this Act, the unpaid seller’s right of 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.\n(sec.48-ssec.2) However, 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 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 retention or stoppage in transitu can only be exercised subject to the rights of the transferee.","sortOrder":64},{"sectionNumber":"sec.49","sectionType":"section","heading":"Sale not generally rescinded by lien or stoppage in transitu","content":"### sec.49 Sale not generally rescinded by lien or stoppage in transitu\n\nSubject to the provisions of this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of the right of retention or stoppage in transitu .\nWhen an unpaid seller who has exercised the right of retention or stoppage in transitu resells the goods, the buyer acquires a good title to them as against the original buyer.\nWhen the goods are of a perishable nature, or when the unpaid seller gives notice to the buyer of the unpaid seller’s intention to resell, and the buyer does not within a reasonable time pay or tender the price, the unpaid seller may resell the goods and recover from the original buyer damages for any loss occasioned by the original buyer’s breach of contract.\nWhen the seller expressly reserves a right of resale in case the buyer should make default, and on the buyer making default, resells the goods, the original contract of sale is thereby rescinded, but without prejudice to any claim that the seller may have for damages.\n(sec.49-ssec.1) Subject to the provisions of this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of the right of retention or stoppage in transitu .\n(sec.49-ssec.2) When an unpaid seller who has exercised the right of retention or stoppage in transitu resells the goods, the buyer acquires a good title to them as against the original buyer.\n(sec.49-ssec.3) When the goods are of a perishable nature, or when the unpaid seller gives notice to the buyer of the unpaid seller’s intention to resell, and the buyer does not within a reasonable time pay or tender the price, the unpaid seller may resell the goods and recover from the original buyer damages for any loss occasioned by the original buyer’s breach of contract.\n(sec.49-ssec.4) When the seller expressly reserves a right of resale in case the buyer should make default, and on the buyer making default, resells the goods, the original contract of sale is thereby rescinded, but without prejudice to any claim that the seller may have for damages.","sortOrder":65},{"sectionNumber":"pt.6","sectionType":"part","heading":"Actions for breach of the contract","content":"# Actions for breach of the contract","sortOrder":66},{"sectionNumber":"pt.6-div.1","sectionType":"division","heading":"Remedies of the seller","content":"## Remedies of the seller","sortOrder":67},{"sectionNumber":"sec.50","sectionType":"section","heading":"Action for price","content":"### sec.50 Action for price\n\nWhen, 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 the buyer for the price of the goods.\nWhen, 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.\n(sec.50-ssec.1) When, 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 the buyer for the price of the goods.\n(sec.50-ssec.2) When, 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.","sortOrder":68},{"sectionNumber":"sec.51","sectionType":"section","heading":"Damages for non-acceptance","content":"### sec.51 Damages for non-acceptance\n\nWhen the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against the buyer for damages for non-acceptance.\nThe measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer’s breach of contract.\nWhen 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.\n(sec.51-ssec.1) When the buyer wrongfully neglects or refuses to accept and pay for the goods, the seller may maintain an action against the buyer for damages for non-acceptance.\n(sec.51-ssec.2) The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the buyer’s breach of contract.\n(sec.51-ssec.3) When 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.","sortOrder":69},{"sectionNumber":"pt.6-div.2","sectionType":"division","heading":"Remedies of the buyer","content":"## Remedies of the buyer","sortOrder":70},{"sectionNumber":"sec.52","sectionType":"section","heading":"Damages for non-delivery","content":"### sec.52 Damages for non-delivery\n\nWhen 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.\nThe measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach of contract.\nWhen 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.\n(sec.52-ssec.1) When 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(sec.52-ssec.2) The measure of damages is the estimated loss directly and naturally resulting, in the ordinary course of events, from the seller’s breach of contract.\n(sec.52-ssec.3) When 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.","sortOrder":71},{"sectionNumber":"sec.53","sectionType":"section","heading":"Specific performance","content":"### sec.53 Specific performance\n\nIn an 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 direct that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages.\nThe judgment 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.\n(sec.53-ssec.1) In an 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 direct that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages.\n(sec.53-ssec.2) The judgment 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.","sortOrder":72},{"sectionNumber":"sec.54","sectionType":"section","heading":"Remedy for breach of warranty","content":"### sec.54 Remedy for breach of warranty\n\nWhen there is a breach of warranty by the seller, or when the buyer elects, or is compelled, to treat a 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 the buyer may—\nset up against the seller the breach of warranty in diminution or extinction of the price; or\nmaintain an action against the seller for damages for the breach of warranty.\nThe 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.\nIn 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 which they would have had if they had answered to the warranty.\nThe fact that the buyer has set up the breach of warranty in diminution or extinction of the price does not prevent the buyer from maintaining an action for the same breach of warranty if the buyer has suffered further damage.\n(sec.54-ssec.1) When there is a breach of warranty by the seller, or when the buyer elects, or is compelled, to treat a 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 the buyer may— set up against the seller the breach of warranty in diminution or extinction of the price; or maintain an action against the seller for damages for the breach of warranty.\n(sec.54-ssec.2) The measure of damages for breach of warranty is the estimated loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.\n(sec.54-ssec.3) In the case of breach of warranty of quality such loss is prima facie the difference between the value of the goods at the time of delivery to the buyer and the value which they would have had if they had answered to the warranty.\n(sec.54-ssec.4) The fact that the buyer has set up the breach of warranty in diminution or extinction of the price does not prevent the buyer from maintaining an action for the same breach of warranty if the buyer has suffered further damage.\n- (a) set up against the seller the breach of warranty in diminution or extinction of the price; or\n- (b) maintain an action against the seller for damages for the breach of warranty.","sortOrder":73},{"sectionNumber":"sec.55","sectionType":"section","heading":"Interest and special damages","content":"### sec.55 Interest and special damages\n\nThis Act does not affect the right of a buyer or a seller to recover interest or special damages in any case in which by law interest or special damages are recoverable, or to recover money paid when the consideration for the payment of it has failed.","sortOrder":74},{"sectionNumber":"pt.7","sectionType":"part","heading":"Supplementary","content":"# Supplementary","sortOrder":75},{"sectionNumber":"sec.56","sectionType":"section","heading":"Exclusion of implied terms and conditions","content":"### sec.56 Exclusion of implied terms and conditions\n\nWhen 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 is such as to bind both parties to the contract.","sortOrder":76},{"sectionNumber":"sec.57","sectionType":"section","heading":"Reasonable time a question of fact","content":"### sec.57 Reasonable time a question of fact\n\nWhenever, in this Act, reference is made to a reasonable time, the question what is a reasonable time is a question of fact.","sortOrder":77},{"sectionNumber":"sec.58","sectionType":"section","heading":"Rights etc. enforceable by action","content":"### sec.58 Rights etc. enforceable by action\n\nWhen any right, duty, or liability is declared by this Act, it may, unless by this Act otherwise provided, be enforced by action.","sortOrder":78},{"sectionNumber":"sec.59","sectionType":"section","heading":"Auction sales","content":"### sec.59 Auction sales\n\nIn the case of a sale by auction—\nwhen goods are put up for sale by auction in lots, each lot is prima facie deemed to be the subject of a separate contract for sale;\na 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 or her bid;\nwhen a sale by auction is not notified to be subject to a right to bid on behalf of the seller, it is not lawful for the seller to bid himself or herself 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;\na sale by auction may be notified to be subject to a reserved price, and a right to bid may also be reserved expressly by or on behalf of the seller.\nWhen a right to bid is expressly reserved, but not otherwise, the seller, or any one person on the seller’s behalf, may bid at the auction.\n(sec.59-ssec.1) In the case of a sale by auction— when goods are put up for sale by auction in lots, each lot is prima facie deemed to be the subject of a separate contract for sale; a 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 or her bid; when a sale by auction is not notified to be subject to a right to bid on behalf of the seller, it is not lawful for the seller to bid himself or herself 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; a sale by auction may be notified to be subject to a reserved price, and a right to bid may also be reserved expressly by or on behalf of the seller.\n(sec.59-ssec.2) When a right to bid is expressly reserved, but not otherwise, the seller, or any one person on the seller’s behalf, may bid at the auction.\n- (a) when goods are put up for sale by auction in lots, each lot is prima facie deemed to be the subject of a separate contract for sale;\n- (b) a 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 or her bid;\n- (c) when a sale by auction is not notified to be subject to a right to bid on behalf of the seller, it is not lawful for the seller to bid himself or herself 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- (d) a sale by auction may be notified to be subject to a reserved price, and a right to bid may also be reserved expressly by or on behalf of the seller.","sortOrder":79},{"sectionNumber":"sec.60","sectionType":"section","heading":"Repeal","content":"### sec.60 Repeal\n\ns 60 om 1908 8 Edw 7 No. 18 s 2sch 1","sortOrder":80},{"sectionNumber":"sec.61","sectionType":"section","heading":"Savings","content":"### sec.61 Savings\n\nThe rules in insolvency relating to contracts of sale continue to apply thereto, notwithstanding anything in this Act contained.\nThe 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, continue to apply to contracts for the sale of goods.\nNothing in this Act or in any repeal effected by it affects the enactments relating to bills of sale, or any enactment relating to the sale of goods which is not expressly repealed by this Act.\nThe 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.\nsch om 1908 8 Edw 7 No. 18 s 2 sch 1\n(sec.61-ssec.1) The rules in insolvency relating to contracts of sale continue to apply thereto, notwithstanding anything in this Act contained.\n(sec.61-ssec.2) The rules of the common law, including the law merchant, save in so far as they are inconsistent with the express provisions of this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress or coercion, mistake, or other invalidating cause, continue to apply to contracts for the sale of goods.\n(sec.61-ssec.3) Nothing in this Act or in any repeal effected by it affects 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(sec.61-ssec.4) The provisions of this Act relating to contracts of sale do not apply to any transaction in the form of a contract of sale which is intended to operate by way of mortgage, pledge, charge, or other security.","sortOrder":81}],"analysis":{"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The text as supplied shows that some provisions have been omitted or later removed (for example s.7 and s.60 are marked as omitted). The core statutory framework in the supplied text remains focused on sale-of-goods rules (formation, implied terms, transfer of property, risk, remedies, unpaid seller rights), and the Act explicitly preserves interaction with other statutes and common law (s.61). The marked omissions indicate limited scope changes to specific provisions, but the principal subject-matter and mechanics set out in the Act remain in force as presented."},"complexity_factors":["Multiple interlocking legal concepts: property vs risk vs possession (ss.19–23)","Frequent reliance on fact-based standards (reasonable price, reasonable time, merchantable quality) requiring judicial interpretation (ss.11, 21, 36, 57)","Numerous cross-references to other statutes and common law (Factors Act, insolvency rules, law merchant) preserved by s.61","Detailed specialised remedies and supplier protections (retention, stoppage in transitu, resale) with procedural requirements (ss.41–49)","Discretionary judicial remedies (specific performance) and broad interpretive questions (ss.53, 14)","Operational mechanics involving carriers, documents of title and bills of lading that create transaction costs and formalities (ss.21, 22, 27, 34, 47)","Allowance for parties to contract out of defaults (s.56) increases variability and complexity in application and negotiation"],"plain_english_summary":"# What this law does (mechanically)\n\n- Establishes a statutory framework for contracts for the sale of goods: how a sale or agreement to sell is made, what counts as goods, how price is set, when property and risk pass between seller and buyer, and what remedies each party has for breach (see ss.4, 6, 8, 11, 19–23, 29–30, 50–54).\n\n- Creates a set of implied terms and rules that apply to most sales unless the parties agree otherwise. These include implied title and quiet possession (s.15), correspondence with description or sample (ss.16, 18), fitness for a particular purpose and merchantable quality in specified circumstances (s.17), and rules about time and acceptance (ss.13, 36–38).\n\n- Prescribes rules for transfer of property and risk. Property passes according to the parties’ intention, with statutory rules to infer intention in common situations (ss.20–21). Risk normally follows property (s.23), subject to special rules for delivery by carrier, sea transit and distant delivery (ss.34–35).\n\n- Gives specific remedies and rights: actions for price, damages for non-delivery or non-acceptance, specific performance for specific goods, and remedies for breach of warranty (ss.50–54). It also sets out the unpaid seller’s special rights (retention, stoppage in transit, resale) and the mechanics for exercising them (ss.40–49).\n\n- Preserves and interacts with existing common-law and mercantile rules and other statutes (Factors Act, law of principal and agent, insolvency rules), and allows parties to vary implied statutory rules by express agreement, usage or course of dealing (ss.56, 61).\n\n# Who this affects\n\n- Sellers and buyers of goods of any kind that fall within the statutory definition (see s.3: goods means chattels personal and related categories). The Act applies to individual traders, businesses and other entities engaged in sales.\n\n- Third parties affected include carriers, bailees, and transferees of documents of title (see ss.21, 22, 27, 34, 47, 48). Insolvency practitioners and courts are also implicated because the Act preserves insolvency rules (s.61).\n\n# Why it matters (practical consequences)\n\n- Allocates risk and property: sellers bear risk until property passes (s.23) except in particular shipping/carriage situations where the seller must give notice enabling the buyer to insure (s.34). This changes who bears loss from damage or ordinary transit deterioration (ss.23, 35).\n\n- Creates predictable statutory protections for buyers (implied title, quiet possession, correspondence with description/sample, fitness/merchantable quality in specified cases — ss.15–18) and parallel protective mechanisms and remedies for sellers (retention, stoppage in transitu, resale — ss.41–49).\n\n- Gives courts and tribunals scope for fact-based decisions: many key issues are left to questions of fact (e.g. what is a reasonable price, reasonable time, or whether a stipulation is a condition or warranty), and courts have discretion to order specific performance (ss.11, 13, 14, 21, 53, 57).\n\n# Incentives, who pays, who decides (with section citations)\n\n- Who pays: the buyer pays the price (s.4) and bears risk after property passes (s.23). Buyers can be liable for storage/custody charges if they neglect to take delivery (s.39). Sellers bear insurance/notification duties for sea transit and expenses of putting goods into a deliverable state unless agreed otherwise (ss.31, 34).\n\n- Who decides: the parties can contract around many statutory defaults (s.56). Where the statute leaves issues open, courts determine outcome (reasonable time, intent for passing property, classification of term as condition or warranty, and whether to order specific performance) (ss.21, 13, 14, 53, 57).\n\n# Compliance burden and administrative mechanics (examples from the text)\n\n- Sellers who wish to preserve rights must use contractual terms or appropriation steps (reserve right of disposal in bills of lading or in contract; s.22) and properly contract with carriers when required (s.34).\n\n- Buyers should inspect goods and use the statutory opportunities to examine and reject within reasonable timeframes; otherwise they may be deemed to have accepted (ss.36–38).\n\n- An unpaid seller who wishes to stop goods in transit must give effective notice to the carrier or take actual possession and bear re-delivery expenses (s.47).\n\n# Trade-offs, costs, and incentives implied by the statute\n\n- The statute balances seller security and buyer protection by: (a) guaranteeing certain buyer protections via implied terms (ss.15–18), and (b) granting sellers security devices (retention, stoppage and resale) where payment fails (ss.41–49).\n  - Concrete mechanism: a seller can withhold goods until payment or resume possession in transit if the buyer becomes insolvent (ss.41, 45). That concentrates enforcement power for non‑payment in the seller’s hands.\n\n- Parties may reduce uncertainty by contracting around defaults (s.56). That lowers statutory protection but increases contractual freedom; it also creates an incentive for stronger parties to propose terms that shift statutory burdens onto the other party.\n\n- Many determinations are fact-sensitive (reasonable price/time, merchantable quality, intended time for property to pass), so costs of disputes (evidence, litigation) may be non-trivial and are borne by parties who litigate (ss.11, 21, 17, 57).\n\n# Discretion and implementation risk\n\n- Courts have explicit discretion to order specific performance in cases involving specific or ascertained goods (s.53). Many remedial measures depend on judicial fact-finding (ss.53, 57).\n\n- The Act preserves common-law rules and other statutes (s.61) so overlap and interaction with other legal regimes (Factors Act, insolvency law, bills of sale) can create areas of uncertainty that must be resolved by courts or by careful contracting.\n\n# What the statute allows and what it does not\n\n- Allows parties to contract orally, in writing, or by conduct (s.6). It allows implied terms but permits parties to vary or exclude them by express agreement or usage (s.56).\n\n- Does not apply where the transaction is intended to operate as a mortgage, pledge, charge or other security (s.61(4)).\n\n(References above are to the numbered sections of the Sale of Goods Act 1896 as provided: e.g. implied title (s.15); risk and property (ss.19–23); unpaid seller remedies (ss.40–49); contracting-out and savings (ss.56, 61).)"},"summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The Act's scope has remained substantially consistent with its original intent — to codify the common law of sale of goods. Minor amendments (e.g., gender-neutral language in 2007, removal of the £10 writing requirement in 1972) refined rather than redirected the legislation. The practical scope has narrowed over time as modern consumer protection legislation (Australian Consumer Law) now covers most consumer transactions, but the Act's own text and stated purpose have not fundamentally changed."},"complexity_factors":["Multiple interlocking rules about when legal ownership ('property') transfers — with different rules for specific goods, unascertained goods, future goods, goods on approval, and goods in transit","Distinction between 'conditions' and 'warranties' and the different legal consequences of each (rejection vs damages only) requires careful legal analysis","Sophisticated unpaid seller's rights regime spanning retention, stoppage in transitu, and resale — with cascading rules about when each right arises and is lost","Title transfer rules interact with third-party rights (mercantile agents, pledgees, execution creditors, good faith purchasers) creating layered priority disputes","The Act uses archaic legal terminology (e.g., 'fieri-facias', 'in transitu', 'bailee', 'bill of lading', 'voidable title', 'chattel personal') requiring translation","Risk and ownership are treated as normally linked but can be separated by agreement or fault, requiring analysis of multiple variables","The Act must be read alongside the Factors Act 1892, common law, insolvency law, and modern Australian Consumer Law to understand its full effect","Victorian-era drafting style with minimal punctuation and dense sentence structures makes precise interpretation difficult","Section 7 was repealed and section 60 was removed, creating structural gaps that require awareness of legislative history"],"plain_english_summary":"## Queensland's Sale of Goods Act 1896 — What It Means For You\n\nThis is Queensland's foundational law governing the sale of physical goods (things you can touch and own — not services, not money, not debts). It has been in operation since 1 January 1897 and, despite its age, still directly affects everyday buying and selling.\n\n### Who Does This Affect?\nAnyone who buys or sells physical goods in Queensland — from private individuals to businesses. If you've ever bought a car, ordered stock for your shop, or sold second-hand furniture, this law applies to you.\n\n### What Does It Actually Do?\n\n**1. Defines the basics**\nIt sets out what counts as a \"sale,\" what \"goods\" means (physical personal property, including crops to be harvested — but NOT debts, shares, or money), and key terms like \"buyer,\" \"seller,\" and \"delivery.\"\n\n**2. Forming a valid sale contract**\n- A sale can be made verbally, in writing, or even just by the behaviour of the parties — there's no magic formula required.\n- Even people who lack full legal capacity (children, people with mental impairment or intoxication) must pay a \"reasonable price\" if they receive essential goods (food, clothing, etc.) they genuinely need.\n\n**3. What's automatically promised in every sale — even without paperwork**\nThe law implies certain guarantees into every sale contract:\n- The seller *actually owns* what they're selling (or will by the time of sale).\n- The buyer will be able to use the goods in peace (no one will come and take them away).\n- The goods are free from hidden debts or claims by third parties.\n- If goods are sold **by description** (e.g., \"2 tonnes of Grade A wheat\"), they must match that description.\n- If you tell the seller *why* you need the goods and rely on their expertise, the goods must be fit for that purpose.\n- Goods bought from a dealer must be of **merchantable quality** (i.e., acceptable, working condition) — unless you inspected them and the flaw was obvious.\n- In a **sale by sample**, the full batch must match the sample.\n\n**4. Who owns the goods — and who bears the risk if they're lost or damaged?**\nThis is the most technically complex part. Ownership (called \"property\" in the Act) and risk generally travel together:\n- Once ownership passes to the buyer, the buyer bears the risk if goods are lost or damaged — even if they haven't been delivered yet.\n- The Act sets out detailed rules for *when* ownership passes depending on the type of sale (specific goods vs unascertained goods, conditional sales, goods \"on approval,\" etc.).\n- A seller can retain ownership until they're paid, even after physical delivery.\n\n**5. Protecting the unpaid seller**\nIf a buyer hasn't paid, the seller has powerful rights:\n- **Right to retain** the goods until paid (hold onto them as leverage).\n- **Stoppage in transit** — if the buyer has gone insolvent (can't pay their debts), the seller can intercept goods already on their way to the buyer and get them back.\n- **Right to resell** — under certain conditions, the seller can resell and claim damages from the original buyer.\n\n**6. What happens when things go wrong**\nBoth buyers and sellers have legal remedies:\n- **Seller** can sue for the price or damages if the buyer refuses to pay or accept.\n- **Buyer** can sue for damages if goods aren't delivered, or if goods don't meet the promised standard.\n- Courts can order **specific performance** (force the actual delivery of unique goods) rather than just awarding money.\n- A buyer who receives defective goods can either reduce what they pay, or sue for damages — or both if the loss is significant enough.\n\n**7. Auctions**\nSpecial rules apply: the sale is only complete when the hammer falls; sellers cannot secretly bid on their own goods (unless they've disclosed a reserve or right to bid); each lot is treated as a separate contract.\n\n**8. What this law does NOT cover**\n- Services (only goods)\n- Transactions that are really mortgages or security arrangements dressed up as sales\n- Consumer protection rights under modern legislation (the Australian Consumer Law has largely superseded this Act for consumer transactions)\n- Common law rules still apply alongside this Act for things like fraud, mistake, and misrepresentation"},"issue_detection":{"absurdities":[{"type":"other","section":"sec.3 (good faith definition)","severity":"medium","reasoning":"The ordinary legal and commercial meaning of 'good faith' typically imports an element of reasonable care or at minimum the absence of recklessness. By expressly including negligent conduct within the definition, the Act creates a situation where a party who fails to take any reasonable precautions whatsoever can still claim good faith protections under sections such as sec.25 (voidable title), sec.27 (seller/buyer in possession), and sec.28 (writs of execution). This could produce absurd results, e.g. a buyer who negligently fails to investigate obvious warning signs of a defective title can nonetheless claim good faith purchaser status.","confidence":0.82,"description":"Good faith is defined to include negligent conduct. A person who negligently but honestly does something is deemed to act in 'good faith'. This conflates honesty with care, allowing a negligent party to claim the protections afforded to good faith actors throughout the Act."},{"type":"self_contradicting","section":"sec.5(2) (necessaries and incompetent persons)","severity":"medium","reasoning":"Section 5(1) states capacity to buy and sell is governed by the general law of contract capacity. Section 5(2) then imposes a payment obligation on persons legally incompetent to contract. While the policy rationale (preventing unjust enrichment) is understandable and this is a known common law principle, the logical structure within this single section is self-contradicting: the section first defers to general capacity rules, then immediately overrides them. The person 'incompetent to contract' is simultaneously bound by a contractual-style payment obligation arising from that same incapacity.","confidence":0.7,"description":"The Act requires a person who 'by reason of mental incapacity or drunkenness is incompetent to contract' to pay a reasonable price for necessaries. This creates an obligation to pay on a person who, by statutory definition, lacks the legal capacity to enter into the very payment obligation being imposed."},{"type":"circular_definition","section":"sec.3 (deliverable state) and sec.21 Rule 1","severity":"medium","reasoning":"The definition of 'deliverable state' in sec.3(4) refers back to the contract obligation to take delivery, which itself depends on the goods conforming to contractual requirements. Applied to Rule 1 in sec.21, property passes when specific goods are in a 'deliverable state', but to know if they are in that state you must assess whether the buyer is contractually bound to accept them, which is the very question the deliverable state concept is meant to resolve. The circularity is not fatal in practice (courts look at the substantive contract terms), but it is a genuine logical flaw in the drafting.","confidence":0.75,"description":"The definition of 'deliverable state' is circular. Goods are in a deliverable state when 'the buyer would under the contract be bound to take delivery of them', but whether the buyer is bound to take delivery depends on whether the goods are in a deliverable state — a question Rule 1 of sec.21 makes determinative for when property passes."},{"type":"self_contradicting","section":"sec.46(4) and sec.46(6)","severity":"medium","reasoning":"When a buyer rejects goods under sec.46(4), transit continues. If the carrier then refuses to deliver (e.g., after a re-demand), sec.46(6) deems transit ended. The Act provides no hierarchy between these rules, leaving the transit status — and therefore the unpaid seller's right of stoppage — indeterminate in overlapping scenarios. This is not merely a gap but a structural contradiction within the same section.","confidence":0.65,"description":"Two subsections of sec.46 produce an irresolvable conflict regarding transit status when goods are rejected. Subsection (4) states that if the buyer rejects the goods and the carrier retains them, transit is NOT at an end. Subsection (6) states that if the carrier wrongfully refuses to deliver to the buyer, transit IS at an end. If a buyer rejects goods and then demands re-delivery (changing position) and the carrier refuses, both provisions could simultaneously apply, yielding contradictory results."},{"type":"other","section":"sec.57 and sec.13, sec.21 Rule 4, sec.31, sec.39","severity":"low","reasoning":"Legislative redundancy is not a logical flaw per se, but the co-existence of a general rule in sec.57 with multiple in-section restatements of the identical rule suggests poor drafting discipline and could mislead a reader into thinking the specific repetitions have some additional legal effect beyond the general rule, when they do not.","confidence":0.6,"description":"Section 57 declares that 'reasonable time' is always a question of fact, yet this declaration is largely redundant as multiple individual sections (sec.21 Rule 4, sec.31(4A)) already repeat this identical statement. The blanket provision and the scattered repetitions serve no distinct legal purpose and create interpretive noise without adding clarity."},{"type":"other","section":"sec.9 (goods perished — void contract)","severity":"low","reasoning":"The section is framed only by reference to the seller's knowledge, leaving open the possibility that a knowing buyer exploits the provision. While this is a policy gap rather than a pure logical absurdity, it produces an anomalous result inconsistent with the general principle that a party cannot benefit from their own knowledge of supervening impossibility.","confidence":0.55,"description":"Section 9 renders a contract void where specific goods have perished without the seller's knowledge at the time of contracting. However, the buyer equally has no knowledge of the perishing. The section imposes no requirement that the buyer also lacks knowledge, meaning a buyer who knows the goods have perished can nonetheless enter a contract and have it declared void, effectively allowing a buyer to obtain void-contract protection (and recover any price paid) despite contracting in bad faith."}],"contradictions":[{"severity":"medium","section_a":"sec.23(1) (risk passes with property)","section_b":"sec.35 (risk of deterioration in transit)","confidence":0.72,"description":"Section 23(1) states that goods remain at the seller's risk until property transfers, and once property passes the buyer bears all risk whether delivered or not. Section 35 creates an exception: where the seller agrees to deliver at the seller's own risk to another place, the buyer must nonetheless bear the risk of deterioration necessarily incident to transit. This can produce a situation where property has not yet passed (so risk should be the seller's under sec.23) but the buyer still bears the transit deterioration risk under sec.35."},{"severity":"medium","section_a":"sec.34(1) (delivery to carrier = delivery to buyer)","section_b":"sec.34(4) (seller bears sea transit risk if notice not given)","confidence":0.78,"description":"Section 34(1) deems delivery to a carrier prima facie to be delivery to the buyer, which under sec.23(1) would transfer risk to the buyer. Section 34(4) then provides that if the seller fails to give notice enabling the buyer to insure during sea transit, the goods remain at the seller's risk during that sea transit. These provisions conflict: property/risk appears to have passed (via deemed delivery) but is then retrospectively placed back on the seller by reason of a notification failure."},{"severity":"medium","section_a":"sec.14(3) (accepted goods — condition becomes warranty only)","section_b":"sec.36(1) (buyer not deemed to have accepted without examination opportunity)","confidence":0.73,"description":"Section 14(3) provides that once the buyer has accepted goods, any breach of condition by the seller can only be treated as a breach of warranty (no right to reject). Section 36(1) provides that goods are not deemed accepted until the buyer has had a reasonable opportunity to examine them. However, sec.37 (acceptance) includes as an act of acceptance the buyer doing 'any act in relation to them which is inconsistent with the ownership of the seller'. A buyer could thereby be deemed to have accepted goods under sec.37 before having the examination opportunity guaranteed by sec.36, triggering the sec.14(3) loss of rejection rights prematurely."},{"severity":"medium","section_a":"sec.49(1) (contract not rescinded by retention/stoppage)","section_b":"sec.49(4) (resale on reserved right rescinds contract)","confidence":0.7,"description":"Section 49(1) states that a contract of sale is not rescinded by the mere exercise of the right of retention or stoppage in transitu. Section 49(4) states that where a seller has reserved a right of resale and exercises it upon the buyer's default, the original contract of sale is thereby rescinded. The same set of facts — unpaid seller retaining goods and then reselling — can simultaneously be characterised as not rescinding the contract (sec.49(1)) and as rescinding it (sec.49(4)), depending on whether a resale right was reserved. The boundary between these outcomes is not expressly delineated and the co-existence of subsections (1), (2) and (4) in the same section creates interpretive confusion about when rescission does and does not occur."},{"severity":"medium","section_a":"sec.17(a) (implied fitness condition — reliance on seller's skill)","section_b":"sec.17(b) (no fitness condition for patent/trade name goods)","confidence":0.68,"description":"Section 17(a) implies a fitness condition when the buyer relies on the seller's skill or judgment. Section 17(b) carves out goods sold under a patent or trade name. A buyer can simultaneously rely on the seller's skill in selecting a patented product appropriate for the buyer's purpose, yet sec.17(b) removes the implied fitness condition entirely. This creates a contradiction where reliance is factually present but legally irrelevant, defeating the rationale of sec.17(a) in a commercially common scenario."},{"severity":"low","section_a":"sec.56 (implied terms may be excluded by agreement or usage)","section_b":"sec.17(f) (express warranty/condition does not negative implied one unless inconsistent)","confidence":0.62,"description":"Section 56 allows implied rights, duties and liabilities to be negatived or varied by express agreement, course of dealing, or binding usage. Section 17(f) states that an express warranty or condition does not negative an implied one unless inconsistent with it. Where an express term is less comprehensive than an implied condition, sec.17(f) preserves the implied condition, yet sec.56 appears to allow parties to exclude it entirely by express agreement. The relationship between these provisions — particularly whether an express exclusion clause constitutes 'express agreement' under sec.56 that can override sec.17(f)'s preservation rule — is not resolved."}]},"kimi_summary":{"_metrics":{"model":"kimi-k2.6","source":"moonshot-batch-reanalyse","citationCount":18,"completionTokens":4635},"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The Act remains tightly focused on codifying and regulating contracts for the sale of goods, the transfer of ownership, performance obligations, and remedies for breach. While individual provisions have been repealed or modernised over time (for example, the removal of the former £10 writing requirement), its fundamental scope as a sale of goods statute has not expanded beyond its original purpose."},"complexity_factors":["15+ defined terms including technical legal concepts such as 'emblements', 'stoppage in transitu', and 'mercantile agent'","Nested exceptions and provisos, particularly in section 17 regarding implied conditions as to quality and fitness","Five-part default rule structure in section 21 for determining when ownership (property) passes","Extensive cross-referencing to the Factors Act 1892","Conditional interaction between common law and statutory rules preserved in the savings provision (section 61)","Overlapping unpaid seller remedies (retention, stoppage in transitu, resale) each with specific triggering conditions"],"plain_english_summary":"**What this Act does**\n\nThis Act sets out the rules for contracts involving the sale of goods. It acts as a ‘rulebook’ for buyers and sellers when they trade physical items, filling in gaps where a contract is silent and providing remedies when things go wrong.\n\n**Key points**\n\n- **What counts as a sale:** It covers any deal where a seller transfers—or agrees to transfer—ownership of goods to a buyer for a price. A contract can be written, spoken, or even implied from the parties’ conduct.\n- **The goods:** The Act applies to physical items (called “goods”), including crops and things attached to land that will be removed before sale. It does not cover money or intangible rights.\n- **Price:** The price can be fixed in the contract, set by a third-party valuer, or worked out from past dealings between the parties. If the price is not fixed, the buyer must pay a reasonable price.\n- **Automatic promises (implied terms):** Unless the contract says otherwise, the law automatically includes several protections:\n  - The seller must have the right to sell the goods.\n  - The buyer must be able to enjoy the goods without interference.\n  - If goods are sold by description, they must match that description.\n  - If the buyer relies on the seller’s skill, the goods must be reasonably fit for their purpose.\n  - If bought from a dealer, the goods must be of “merchantable quality” (a decent standard), unless the buyer inspected them and should have spotted the defect.\n  - If sold by sample, the bulk must match the sample and be free from hidden defects.\n- **When ownership passes:** The Act sets out when “property” (ownership) in the goods moves from seller to buyer. For specific goods that are ready to go, ownership usually passes when the contract is made. For unascertained goods (for example, “100 bags of wheat from the silo”), ownership passes only once the exact goods are identified and both sides agree.\n- **Risk:** Generally, if goods are lost or damaged, the party who owns them at the time bears the risk, unless the parties agree otherwise.\n- **Delivery and acceptance:** The seller must deliver the goods, and the buyer must accept and pay. The buyer can reject goods if the wrong quantity is delivered or if they don’t match the contract. However, once the buyer accepts the goods, they usually lose the right to reject them.\n- **Unpaid sellers:** A seller who has not been paid has special protections. They can keep the goods until paid (a “lien”), stop goods while they are in transit if the buyer becomes insolvent, and in some cases resell the goods.\n- **Remedies for breach:**\n  - A seller can sue for the price or claim damages if the buyer refuses the goods.\n  - A buyer can claim damages if the seller fails to deliver, or ask a court to order the seller to hand over specific goods.\n  - If the seller breaks a warranty (a secondary promise), the buyer can claim compensation but cannot necessarily return the goods.\n- **Auctions:** The Act includes rules for auction sales, such as when a sale is complete (the fall of the hammer) and restrictions on secret bidding by the seller.\n\n**Why it matters**\n\nThis Act underpins everyday commercial and consumer transactions involving goods. It provides certainty about who owns what, who bears the risk if goods are damaged, and what buyers and sellers can do if the other party breaks the deal."}},"importantCases":[],"_links":{"self":"/api/acts/sale-of-goods-act-1896","history":"/api/acts/sale-of-goods-act-1896/history","analysis":"/api/acts/sale-of-goods-act-1896/analysis","conflicts":"/api/acts/sale-of-goods-act-1896/conflicts","importantCases":"/api/acts/sale-of-goods-act-1896/important-cases","documents":"/api/acts/sale-of-goods-act-1896/documents"}}