{"id":"sale-of-goods-act-1972","name":"Sale of Goods Act 1972","slug":"sale-of-goods-act-1972","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30583,"registerId":"nt-sale-of-goods-act-1972-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Sale of Goods Act 1972","content":"NORTHERN TERRITORY OF AUSTRALIA\nSALE OF GOODS ACT 1972\nAs in force at 14 December 1999\nTable of provisions\nPart I Preliminary\n1 Short title ......................................................................................... 1\n3 Repeal and saving ........................................................................... 1\n4 Savings ............................................................................................ 1\n5 Interpretation of terms ..................................................................... 2\nPart II Formation of the contract\nDivision 1 Contract of sale\n6 Sale and agreement to sell .............................................................. 3\n7 Capacity to buy and sell................................................................... 3\n8 Contract of sale how made .............................................................. 4\nDivision 2 Subject-matter of contract\n10 Existing or future goods ................................................................... 4\n11 Goods which have perished ............................................................ 4\n12 Goods perishing before sale but after agreement to sell ................. 4\nDivision 3 The price\n13 Ascertainment of price ..................................................................... 5\n14 Agreement to sell at valuation ......................................................... 5\nDivision 4 Conditions and warranties\n15 Stipulation as to time ....................................................................... 5\n16 When condition to be treated as warranty ....................................... 5\n17 Implied understanding as to title, &c. ............................................... 6\n18 Sale by description .......................................................................... 6\n19 Implied condition as to quality or fitness .......................................... 7\nDivision 5 Sale by sample\n20 Sale by sample ................................................................................ 7\n\nSale of Goods Act 1972 ii\nPart III Effects of the contract\nDivision 1 Transfer of property as between seller and\nbuyer\n21 Goods must be ascertained ............................................................. 8\n22 Property passes when intended to pass .......................................... 8\n23 Rules for ascertaining intention ....................................................... 8\n24 Reservation of right of disposal ....................................................... 9\n25 Risk prima facie passes with property ........................................... 10\nDivision 2 Transfer of title\n26 Sale by person not the owner ........................................................ 10\n27 Sale under voidable title ................................................................ 10\n28 Seller or buyer in possession after sale ......................................... 10\n29 Effect of writs of execution ............................................................. 11\nPart IV Performance of the contract\n30 Duties of seller and buyer .............................................................. 12\n31 Payment and delivery are concurrent conditions ........................... 12\n32 Rules as to delivery ....................................................................... 12\n33 Delivery of wrong quantity or mixed goods .................................... 13\n34 Instalment deliveries ...................................................................... 13\n35 Delivery to carrier .......................................................................... 13\n36 Risk where goods are delivered at a distant place ........................ 14\n37 Buyer's right of examining the goods ............................................. 14\n38 Acceptance .................................................................................... 14\n39 Buyers not bound to return rejected goods .................................... 14\n40 Liability of buyer for neglecting or refusing delivery of goods ........ 15\nPart V Rights of unpaid seller against the goods\nDivision 1 General\n41 Unpaid seller defined ..................................................................... 15\n42 Unpaid seller's rights ..................................................................... 15\nDivision 2 Unpaid seller's lien\n43 Seller's lien .................................................................................... 16\n44 Part delivery................................................................................... 16\n45 Termination of lien ......................................................................... 16\nDivision 3 Stoppage in transitu\n46 Right of stoppage in transitu .......................................................... 17\n47 Duration of transit .......................................................................... 17\n\nSale of Goods Act 1972 iii\n48 How stoppage in transitu is effected .............................................. 18\nDivision 4 Resale by buyer or seller\n49 Effect of subsale or pledge by buyer ............................................. 18\n50 Sale not generally rescinded by lien or stoppage in transitu .......... 18\nPart VI Actions for breach of the contract\nDivision 1 Remedies of the Seller\n51 Action for price............................................................................... 19\n52 Damages for non-acceptance........................................................ 19\n53 Damages for non-delivery.............................................................. 19\nDivision 2 Remedies of the buyer\n54 Remedy for breach of warranty ..................................................... 20\n55 Interest and special damages ........................................................ 20\n56 Saving of proceedings in equity ..................................................... 21\nPart VII Miscellaneous\n57 Exclusion of implied terms and conditions ..................................... 21\n58 Reasonable time a question of fact ............................................... 21\n59 Rights, &c., enforceable by action ................................................. 21\n60 Auction sales ................................................................................. 21\nENDNOTES\n\n\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 14 December 1999\n____________________\nSALE OF GOODS ACT 1972\nAn Act relating to the Sale of Goods\nPart I Preliminary\n1 Short title\nThis Act may be cited as the Sale of Goods Act 1972.\n3 Repeal and saving\n(1) The Sale of Goods Act 1895 of the State of South Australia ceases\nto have application in the Territory.\n(2) Privileges, obligations, duties, rights and liabilities acquired,\naccrued or incurred under the Sale of Goods Act 1895 of the State\nof South Australia in its application to the Territory are not affected\nby subsection (1), and no investigation, legal proceeding or remedy\nin respect of such privileges, obligations, duties, rights or liabilities\nis so affected.\n4 Savings\n(1) The rules in bankruptcy relating to contracts of sale shall continue\nto apply thereto notwithstanding anything contained in this Act.\n(2) The rules of the common law, including the law merchant, save\ninsofar as they are inconsistent with the express provisions of this\nAct, and in particular the rules relating to the law of principal and\nagent, and the effect of fraud, misrepresentation, duress, or\ncoercion, mistake, or other invalidating cause, shall continue to\napply to contracts for the sale of goods.\n(3) Nothing in this Act, or in any repeal effected thereby, shall affect the\nenactments relating to bills of sale, or any enactment relating to the\nsale of goods which is not expressly affected by this Act.\n(4) The provisions of this Act relating to contracts of sale do not apply\nto any transaction in the form of a contract of sale which is intended\nto operate by way of mortgage, pledge, charge, or other security.\n\nPart I Preliminary\nSale of Goods Act 1972 2\n5 Interpretation of terms\n(1) In this Act, unless the context or subject-matter otherwise requires:\naction includes counterclaim, set-off and cross-action pleaded by\nway of 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\nto another.\ndocument of title to goods includes any bill of lading, dock\nwarrant, warehouse-keeper's certificate, and warrant or order for\nthe delivery of goods, and any other document used in the ordinary\ncourse of business as proof of the possession or control of goods,\nor authorizing or purporting to authorize either by endorsement or\ndelivery, the possessor of the document to transfer or receive\ngoods thereby represented.\nfault means wrongful act or default.\nfuture goods means goods to be manufactured or acquired by the\nseller after the making of the contract of sale.\ngoods include all chattels personal other than things in action and\nmoney. The term includes emblements and things attached to or\nforming part of the land which are agreed to be severed before sale\nor under the contract of sale.\nplaintiff includes defendant counterclaiming or pleading a set-off or\ncross-action by way of set-off.\nproperty means the general property in goods and not merely a\nspecial property.\nquality of goods includes the 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.\nSheriff includes any officer charged with the enforcement of a writ\nor warrant of execution.\nspecific goods means goods identified and agreed upon at the\ntime a contract of sale is made.\nsuit includes set-off and counter-claim.\n\nPart II Formation of the contract\nDivision 1 Contract of sale\nSale of Goods Act 1972 3\nwarranty means an agreement with reference to goods which are\nthe subject of a contract of sale, but collateral to the main purpose\nof such contract, the breach of which gives rise to a claim for\ndamages, but not to a right to reject the goods and treat the\ncontract as repudiated.\n(2) A thing is deemed to be done in good faith within the meaning of\nthis Act when it is in fact done honestly, whether it be done\nnegligently or not.\n(3) A person is deemed to be insolvent within the meaning of this Act\nwho either has ceased to pay his debts in the ordinary course of\nbusiness or cannot pay his debts as they become due, whether he\nhas committed an act of bankruptcy or not.\n(4) Goods are in a deliverable state within the meaning of this Act\nwhen they are in a state that the buyer would under the contract be\nbound to take delivery of them.\nPart II Formation of the contract\nDivision 1 Contract of sale\n6 Sale and agreement to sell\n(1) A contract of sale of goods is a contract whereby the seller\ntransfers or agrees to transfer the property in goods to the buyer for\na money consideration called the price.\n(2) There may be a contract of sale between one part owner and\nanother.\n(3) A contract of sale may be absolute or conditional.\n(4) Where under a contract of sale the property in the goods is\ntransferred from the seller to the buyer, the contract is called a sale;\nbut where the transfer of the property in the goods is to take place\nat a future time, or subject to some condition thereafter to be\nfulfilled, the contract is called an agreement to sell.\n(5) An agreement to sell becomes a sale when the time elapses or the\nconditions are fulfilled, subject to which the property in the goods is\nto be transferred.\n7 Capacity to buy and sell\n(1) Subject to this section, capacity to buy and sell is regulated by the\ngeneral law concerning capacity to contract and to transfer and\nacquire property.\n\nPart II Formation of the contract\nDivision 2 Subject-matter of contract\nSale of Goods Act 1972 4\n(2) Where necessaries are sold and delivered to an infant or a person\nwho, by reason of mental incapacity or drunkenness, is\nincompetent to contract, he must pay a reasonable price therefor.\n(3) In this section necessaries means goods suitable to the condition\nand life of the infant or other person obtaining them and to his\nactual requirements at the time of the sale and delivery.\n8 Contract of sale how made\n(1) Subject to this Act and other laws for the time being in force in the\nTerritory, a contract of sale may be made in writing (either with or\nwithout seal), or by word of mouth, or partly in writing and partly by\nword of mouth, or may be implied from the conduct of the parties.\n(2) This section does not affect the law relating to corporations.\nDivision 2 Subject-matter of contract\n10 Existing or future goods\n(1) The goods which form the subject of a contract of sale may be\neither existing goods owned or possessed by the seller or future\ngoods.\n(2) There may be a contract for the sale of goods the acquisition of\nwhich by the seller depends upon a contingency which may or may\nnot happen.\n(3) Where by a contract of sale the seller purports to effect a present\nsale of future goods, the contract operates as an agreement to sell\nthe goods.\n11 Goods which have perished\nWhere there is a contract for the sale of specific goods, and the\ngoods without the knowledge of the seller have perished at the time\nwhen the contract is made, the contract is void.\n12 Goods perishing before sale but after agreement to sell\nWhere there is an agreement to sell specific goods, and\nsubsequently the goods without any fault on the part of the seller or\nbuyer perish before the risk passes to the buyer, the agreement is\nthereby avoided.\n\nPart II Formation of the contract\nDivision 4 Conditions and warranties\nSale of Goods Act 1972 5\nDivision 3 The price\n13 Ascertainment of price\n(1) The price in a contract of sale may be fixed by the contract, or may\nbe left to be fixed in manner thereby agreed, or may be determined\nby the course of dealing between the parties.\n(2) Where the price is not determined in accordance with the foregoing\nprovisions, the buyer must pay a reasonable price.\n14 Agreement to sell at valuation\n(1) Subject to subsection (2) where there is an agreement to sell goods\non the terms that the price is to be fixed by the valuation of a third\nparty, and the third party cannot or does not make the valuation, the\nagreement is avoided.\n(2) If the goods or any part thereof have been delivered to and\nappropriated by the buyer he must pay a reasonable price therefor.\n(3) Where the third party is prevented from making the valuation by the\nfault of the seller or buyer, the party not in fault may maintain an\naction for damages against the party in fault.\nDivision 4 Conditions and warranties\n15 Stipulation as to time\n(1) Unless a different intention appears from the terms of the contract,\nstipulations as to time of payment are not deemed to be of the\nessence of a contract of sale.\n(2) Whether any other stipulation as to time is of the essence of the\ncontract depends on the terms of the contract.\n(3) In a contract of sale month means prima facie calendar month.\n16 When condition to be treated as warranty\n(1) Where a contract of sale is subject to any condition to be fulfilled by\nthe seller, the buyer may waive the condition or may elect to treat\nthe breach of such condition as a breach of warranty and not as a\nground for treating the contract as repudiated.\n(2) Whether a stipulation in a contract of sale is a condition the breach\nof which may give rise to a right to treat the contract as repudiated,\nor a warranty the breach of which may give rise to a claim for\ndamages but not to a right to reject the goods and treat the contract\n\nPart II Formation of the contract\nDivision 4 Conditions and warranties\nSale of Goods Act 1972 6\nas repudiated, depends in each case on the construction of the\ncontract.\n(3) A stipulation may be a condition although it is called a warranty in\nthe contract.\n(4) Where a contract of sale is not severable and the buyer has\naccepted the goods or part thereof, or where the contract is for\nspecific goods the property in which has passed to the buyer, the\nbreach of any condition to be fulfilled by the seller can only be\ntreated as breach of warranty and not as a ground for rejecting the\ngoods and treating the contract as repudiated, unless there be a\nterm of the contract express or implied to that effect.\n(5) Nothing in this section shall affect the case of any condition or\nwarranty, fulfilment of which is excused by law by reason of\nimpossibility or otherwise.\n17 Implied understanding as to title, &c.\nIn a contract of sale, unless the circumstances of the contract are\nsuch as to show a different intention, there is:\n(a) an implied condition on the part of the seller that in the case of\na sale he has a right to sell the goods, and that in the case of\nan agreement to sell he will have a right to sell the goods at\nthe time when the property is to pass;\n(b) an implied warranty that the buyer shall have and enjoy quiet\npossession of the goods; and\n(c) an implied warranty that the goods shall be free from any\ncharge or encumbrance in favour of any third party not\ndeclared or known to the buyer before or at the time when the\ncontract is made.\n18 Sale by description\nWhere there is a contract for the sale of goods by description, there\nis an implied condition that the goods shall correspond with the\ndescription; and if the sale be by sample as well as by description, it\nis not sufficient that the bulk of the goods corresponds with the\nsample if the goods do not also correspond with the description.\n\nPart II Formation of the contract\nDivision 5 Sale by sample\nSale of Goods Act 1972 7\n19 Implied condition as to quality or fitness\nSubject to this Act, and of any other law in force in the Territory,\nthere is no implied warranty or condition as to the quality or fitness\nfor any particular purpose of goods supplied under a contract of\nsale, except as follows:\n(a) where the buyer expressly or by implication makes known to\nthe seller the particular purpose for which the goods are\nrequired so as to show that the buyer relies on the seller's skill\nor judgment, and the goods are of a description which it is in\nthe course of the seller's business to supply (whether he be\nthe manufacturer or not), there is an implied condition that the\ngoods shall be reasonably fit for such purpose but in the case\nof a contract for the sale of a specified article under its patent\nor other trade name there is no implied condition as to its\nfitness for any particular purpose;\n(b) where goods are bought by description from a seller who\ndeals in goods of that description (whether he be the\nmanufacturer or not), there is an implied condition that the\ngoods shall be of merchantable quality but if the buyer has\nexamined the goods there shall be no implied condition as\nregards defects which such examination ought to have\nrevealed;\n(c) an implied warranty or condition as to quality or fitness for a\nparticular purpose may be annexed by the usage of trade; or\n(d) an express warranty or condition does not negative a warranty\nor condition implied by this Act unless inconsistent therewith.\nDivision 5 Sale by sample\n20 Sale by sample\n(1) A contract of sale is a contract for sale by sample where there is a\nterm in the contract express or implied to that effect.\n(2) In the case of a contract for sale by sample:\n(a) there is an implied condition that the bulk shall correspond\nwith the sample in quality;\n(b) there is an implied condition that the buyer shall have a\nreasonable opportunity of comparing the bulk with the sample;\nand\n\nPart III Effects of the contract\nDivision 1 Transfer of property as between seller and buyer\nSale of Goods Act 1972 8\n(c) there is an implied condition that the goods shall be free from\nany defect rendering them unmerchantable which would not\nbe apparent on reasonable examination of the sample.\nPart III Effects of the contract\nDivision 1 Transfer of property as between seller and buyer\n21 Goods must be ascertained\nWhere there is a contract for the sale of unascertained goods, no\nproperty in the goods is transferred to the buyer unless and until the\ngoods are ascertained.\n22 Property passes when intended to pass\n(1) Where there is a contract for the sale of specific or ascertained\ngoods, the property in them is transferred to the buyer at such time\nas the parties to the contract intend it to be transferred.\n(2) For the purpose of ascertaining the intention of the parties regard\nshall be had to the terms of the contract, the conduct of the parties,\nand the circumstances of the case.\n23 Rules for ascertaining intention\nUnless a different intention appears, the following are rules for\nascertaining the intention of the parties as to the time at which the\nproperty in the goods is to pass to the buyer:\nRule 1. Where there is an unconditional contract for the sale of\nspecific goods in a deliverable state, the property in the\ngoods passes to the buyer when the contract is made,\nand it is immaterial whether the time of payment or the\ntime of delivery, or both, be postponed.\nRule 2. Where there is a contract for the sale of specific goods,\nand the seller is bound to do something to the goods for\nthe purpose of putting them in a deliverable state, the\nproperty does not pass until such thing be done and the\nbuyer has notice thereof.\nRule 3. Where there is a contract for the sale of specific goods in\na deliverable state, but the seller is bound to weigh,\nmeasure, test or do some other act or thing with\nreference to the goods for the purpose of ascertaining the\nprice, the property does not pass until such act or thing\nbe done and the buyer has notice thereof.\n\nPart III Effects of the contract\nDivision 1 Transfer of property as between seller and buyer\nSale of Goods Act 1972 9\nRule 4. Where goods are delivered to the buyer on approval or on\n\"sale or return\" or other similar terms, the property therein\npasses to the buyer:\n(a) when he signifies his approval or acceptance to the\nseller, or does any other act adopting the\ntransaction; or\n(b) if he does not signify his approval or acceptance to\nthe seller, but retains the goods without giving\nnotice of rejection, then if a time has been fixed for\nthe return of the goods, on the expiration of such\ntime, and if no time has been fixed, on the\nexpiration of a reasonable time. What is a\nreasonable time is a question of fact.\nRule 5. (1) Where there is a contract for the sale of\nunascertained or future goods by description, and\ngoods of that description and in a deliverable state\nare unconditionally appropriated to the contract\neither by the seller with the assent of the buyer or\nby the buyer with the assent of the seller, the\nproperty in the goods thereupon passes to the\nbuyer.\n(2) Such assent may be express or implied, and may\nbe given either before or after the appropriation is\nmade.\n(3) Where in pursuance of the contract the seller\ndelivers the goods to the buyer or to a carrier or\nother bailee (whether named by the buyer or not)\nfor the purpose of transmission to the buyer and\ndoes not reserve the right of disposal, he is\ndeemed to have unconditionally appropriated the\ngoods to the contract.\n24 Reservation of right of disposal\n(1) Where there is a contract for the sale of specific goods, or where\ngoods are subsequently appropriated to the contract, the seller may\nby the terms of the contract or appropriation reserve the right of\ndisposal of the goods until certain conditions are fulfilled.\n(2) In such a case, notwithstanding the delivery of the goods to the\nbuyer or to a carrier or other bailee for the purpose of transmission\nto the buyer, the property in the goods does not pass to the buyer\nuntil the conditions imposed by the seller are fulfilled.\n\nPart III Effects of the contract\nDivision 2 Transfer of title\nSale of Goods Act 1972 10\n(3) Where goods are shipped and by the bill of lading the goods are\ndeliverable to the order of the seller or his agent, the seller is prima\nfacie deemed to reserve the right of disposal.\n(4) Where the seller of goods draws on the buyer for the price and\ntransmits the bill of exchange and bill of lading to the buyer together\nto secure acceptance or payment of the bill of exchange, the buyer\nis bound to return the bill of lading if he does not honour the bill of\nexchange, and if he wrongfully retains the bill of lading the property\nin the goods does not pass to him.\n25 Risk prima facie passes with property\n(1) Unless otherwise agreed, the goods remain at the seller's risk until\nthe property therein is transferred to the buyer, but when the\nproperty therein is transferred to the buyer, the goods are at the\nbuyer's risk, whether delivery has been made or not but where\ndelivery has been delayed through the fault of either buyer or seller,\nthe goods are at the risk of the party in fault as regards any loss\nwhich might not have occurred but for such fault.\n(2) Nothing in this section affects the duties or liabilities of either seller\nor buyer as a bailee of the goods of the other party.\nDivision 2 Transfer of title\n26 Sale by person not the owner\n(1) Subject to this Act, where goods are sold by a person who is not\nthe owner thereof and who does not sell them under the authority or\nwith the consent of the owner, the buyer acquires no better title to\nthe goods than the seller had, unless the owner of the goods is by\nhis conduct precluded from denying the seller's authority to sell.\n(2) Nothing in this Act shall affect the validity of any contract of sale\nunder any special common law or statutory power of sale, or under\nthe order of a court of competent jurisdiction.\n27 Sale under voidable title\nWhere the seller of goods has a voidable title thereto but his title\nhas not been avoided at the time of the sale, the buyer acquires a\ngood title to the goods, provided he buys them in good faith and\nwithout notice of the seller's defect of title.\n28 Seller or buyer in possession after sale\n(1) Where a person having sold goods continues to be or is in\npossession of the goods or of the documents of title to the goods,\n\nPart III Effects of the contract\nDivision 2 Transfer of title\nSale of Goods Act 1972 11\nthe delivery or transfer by that person or by a mercantile agent\nacting for him of the goods or document of title under any sale\npledge or other disposition thereof to any person receiving the\nsame in good faith and without notice of the previous sale shall\nhave the same effect as if the person making the delivery or\ntransfer were expressly authorized by the owner of the goods to\nmake the same.\n(2) Where a person having bought or agreed to buy goods obtains with\nthe consent of the seller possession of the goods or the documents\nof title to the goods, the delivery or transfer by that person or by a\nmercantile agent acting for him of the goods or documents of title\nunder any sale pledge or other disposition thereof to any person\nreceiving the same in good faith and without notice of any lien or\nother right of the original seller in respect of the goods shall have\nthe same effect as if the person making the delivery or transfer\nwere a mercantile agent entrusted by the owner with the goods or\ndocuments of title.\n(3) In this section the term mercantile agent means a mercantile\nagent having in the customary course of his business as such agent\nauthority either to sell goods, or to consign goods for the purpose of\nsale, or to buy goods, or to raise money on the security of goods.\n29 Effect of writs of execution\n(1) A writ of fieri facias or other writ or warrant of execution against\ngoods shall bind the property in the goods of the execution debtor\nas from the time when the writ or warrant is delivered to the sheriff\nto be executed, and for the better manifestation of such time it shall\nbe the duty of the sheriff, without fee, upon the receipt of any such\nwrit or warrant, to endorse upon the back thereof the hour, day,\nmonth, and year when he received the same.\n(2) No such writ or warrant shall prejudice the title to such goods\nacquired by any person in good faith and for valuable consideration\nunless such person had at the time when he acquired his title notice\nthat such writ or warrant or any other writ or warrant by virtue of\nwhich the goods of the execution debtor might be seized or\nattached had been delivered to and remained unexecuted in the\nhands of the sheriff.\n\nPart IV Performance of the contract\nSale of Goods Act 1972 12\nPart IV Performance of the contract\n30 Duties of seller and buyer\nIt is the duty of the seller to deliver the goods, and of the buyer to\naccept and pay for them, in accordance with the terms of the\ncontract of sale.\n31 Payment and delivery are concurrent conditions\nUnless otherwise agreed, delivery of the goods and payment of the\nprice are concurrent conditions, that is to say, the seller must be\nready and willing to give possession of the goods to the buyer in\nexchange for the price, and the buyer must be ready and willing to\npay the price in exchange for possession of the goods.\n32 Rules as to delivery\n(1) Whether it is for the buyer to take possession of the goods, or for\nthe seller to send them to the buyer, is a question depending in\neach case on the contract express or implied between the parties.\n(2) Apart from any such contract, the place of delivery is the seller's\nplace of business, if he has one, or, if not, his residence but if the\ncontract is for the sale of specific goods which, to the knowledge of\nthe parties when the contract is made, are in some other place,\nthen that place is the place of delivery.\n(3) Where under the contract of sale the seller is bound to send the\ngoods to the buyer, but no time for sending them is fixed, the seller\nis bound to send them within a reasonable time.\n(4) Where the goods at the time of sale are in the possession of a third\nperson, there is no delivery by seller to buyer unless and until the\nthird person acknowledges to the buyer that he holds the goods on\nhis behalf; but nothing in this section affects the operation of the\nissue or transfer of any document of title to goods.\n(5) Demand or tender of delivery may be treated as ineffectual unless\nmade at a reasonable hour. What is a reasonable hour is a\nquestion of fact.\n(6) Unless otherwise agreed, the expenses of and incidental to putting\nthe goods into a deliverable state must be borne by the seller.\n\nPart IV Performance of the contract\nSale of Goods Act 1972 13\n33 Delivery of wrong quantity or mixed goods\n(1) Where the seller delivers to the buyer a quantity of goods less than\nhe contracted to sell, the buyer may reject them, but if the buyer\naccepts the goods so delivered he must pay for them at the\ncontract rate.\n(2) Where the seller delivers to the buyer a quantity of goods larger\nthan he contracted to sell, the buyer may accept the goods included\nin the contract and reject the rest, or he may reject the whole.\n(3) If the buyer accepts the whole of the goods so delivered he must\npay for them at the contract rate.\n(4) Where the seller delivers to the buyer the goods he contracted to\nsell mixed with goods of a different description not included in the\ncontract, the buyer may accept the goods which are in accordance\nwith the contract and reject the rest, or he may reject the whole.\n(5) This section is subject to any usage of trade, special agreement, or\ncourse of dealing between the parties.\n34 Instalment deliveries\n(1) Unless otherwise agreed, the buyer of goods is not bound to accept\ndelivery thereof by instalments.\n(2) Where there is a contract for the sale of goods to be delivered by\nstated instalments which are to be separately paid for, and the\nseller makes defective deliveries in respect of one or more\ninstalments, or the buyer neglects or refuses to take delivery of or\npay for one or more instalments, it is a question in each case\ndepending on the terms of the contract and the circumstances of\nthe case whether the breach of contract is a repudiation of the\nwhole contract or whether it is a severable breach giving rise to a\nclaim for compensation but not to a right to treat the whole contract\nas repudiated.\n35 Delivery to carrier\n(1) Where in pursuance of a contract of sale the seller is authorized or\nrequired to send the goods to the buyer, delivery of the goods to a\ncarrier, whether named by the buyer or not, for the purpose of\ntransmission to the buyer, is prima facie deemed to be a delivery of\nthe goods to the buyer.\n(2) Unless otherwise authorized by the buyer, the seller must make\nsuch contract with the carrier on behalf of the buyer as may be\nreasonable, having regard to the nature of the goods and the other\ncircumstances of the case.\n\nPart IV Performance of the contract\nSale of Goods Act 1972 14\n(3) If the seller omits to do so and the goods are lost or damaged in\ncourse of transit, the buyer may decline to treat the delivery to the\ncarrier as a delivery to himself, or may hold the seller responsible in\ndamages.\n(4) Unless otherwise agreed, where goods are sent by the seller to the\nbuyer by a route involving sea transit under circumstances in which\nit is usual to insure, the seller must give such notice to the buyer as\nmay enable him to insure them during their sea transit, and if the\nseller fails to do so, the goods shall be deemed to be at his risk\nduring such sea transit.\n36 Risk where goods are delivered at a distant place\nWhere the seller of goods agrees to deliver them at his own risk at\na place other than that where they are when sold, the buyer must\nnevertheless, unless otherwise agreed, take any risk of\ndeterioration in the goods necessarily incident to the course of\ntransit.\n37 Buyer's right of examining the goods\n(1) Where goods are delivered to the buyer which he has not\npreviously examined, he is not deemed to have accepted them\nunless and until he has had a reasonable opportunity of examining\nthem for the purpose of ascertaining whether they are in conformity\nwith the contract.\n(2) Unless otherwise agreed, when the seller tenders delivery of the\ngoods to the buyer he is bound on request to afford the buyer a\nreasonable opportunity of examining the goods for the purpose of\nascertaining whether they are in conformity with the contract.\n38 Acceptance\nThe buyer is deemed to have accepted the goods when he\nintimates to the seller that he has accepted them, or when the\ngoods have been delivered to him and he does any act in relation to\nthem which is inconsistent with the ownership of the seller, or when\nafter the lapse of a reasonable time he retains the goods without\nintimating to the seller that he has rejected them.\n39 Buyers not bound to return rejected goods\nUnless otherwise agreed, where goods are delivered to the buyer\nand he refuses to accept them, having the right so to do, he is not\nbound to return them to the seller, but it is sufficient if he intimates\nto the seller that he refuses to accept them.\n\nPart V Rights of unpaid seller against the goods\nDivision 1 General\nSale of Goods Act 1972 15\n40 Liability of buyer for neglecting or refusing delivery of goods\n(1) Subject to subsection (2), when the seller is ready and willing to\ndeliver the goods and requests the buyer to take delivery, and the\nbuyer does not within a reasonable time after such request take\ndelivery of the goods, he is liable to the seller for any loss\noccasioned by his neglect or refusal to take delivery, and also for a\nreasonable charge for the care and custody of the goods.\n(2) Nothing in this section shall affect the rights of the seller where the\nneglect or refusal of the buyer to take delivery amounts to a\nrepudiation of the contract.\nPart V Rights of unpaid seller against the goods\nDivision 1 General\n41 Unpaid seller defined\n(1) The seller of goods is deemed to be an unpaid seller within the\nmeaning of this Act:\n(a) when the whole of the price has not been paid or tendered; or\n(b) when a bill of exchange or other negotiable instrument has\nbeen received as conditional payment, and the condition on\nwhich it was received has not been fulfilled by reason of the\ndishonour of the instrument or otherwise.\n(2) In this Part the term seller includes any person who is in the\nposition of a seller, as for instance, an agent of the seller to whom\nthe bill of lading has been endorsed, or a consignor or agent who\nhas himself paid or is directly responsible for the price.\n42 Unpaid seller's rights\n(1) Subject to this Act and any other law in force in the Territory,\nnotwithstanding that the property in the goods may have passed to\nthe buyer, the unpaid seller of goods as such has by implication of\nlaw:\n(a) a lien on the goods for the price while he is in possession of\nthem;\n(b) in case of the insolvency of the buyer a right of stopping the\ngoods in transitu after he has parted with the possession of\nthem; and\n(c) a right of resale as provided by this Act.\n\nPart V Rights of unpaid seller against the goods\nDivision 2 Unpaid seller's lien\nSale of Goods Act 1972 16\n(2) Where the property in goods has not passed to the buyer the\nunpaid seller has in addition to his other remedies a right of\nwithholding delivery similar to and co-extensive with his rights of\nlien and stoppage in transitu where the property has passed to the\nbuyer.\nDivision 2 Unpaid seller's lien\n43 Seller's lien\n(1) Subject to this Act the unpaid seller of goods who is in possession\nof them is entitled to retain possession of them until payment or\ntender of the price in the following cases, namely:\n(a) where the goods have been sold without any stipulation as to\ncredit;\n(b) where the goods have been sold on credit but the term of\ncredit has expired; and\n(c) where the buyer becomes insolvent.\n(2) The seller may exercise his right of lien notwithstanding that he is in\npossession of the goods as agent or bailee for the buyer.\n44 Part delivery\nWhere an unpaid seller has made part delivery of the goods, he\nmay exercise his right of lien on the remainder, unless such part\ndelivery has been made under such circumstances as to show an\nagreement to waive the lien.\n45 Termination of lien\n(1) The unpaid seller of goods loses his lien thereon:\n(a) when he delivers the goods to a carrier or other bailee for the\npurpose of transmission to the buyer without reserving the\nright of disposal of the goods;\n(b) when the buyer or his agent lawfully obtains possession of the\ngoods; or\n(c) by waiver thereof.\n(2) The unpaid seller of goods having a lien thereon does not lose his\nlien by reason only that he has obtained judgment for the price of\nthe goods.\n\nPart V Rights of unpaid seller against the goods\nDivision 3 Stoppage in transitu\nSale of Goods Act 1972 17\nDivision 3 Stoppage in transitu\n46 Right of stoppage in transitu\nSubject to this Act, when the buyer of goods becomes insolvent, the\nunpaid seller who has parted with the possession of the goods has\nthe right of stopping them in transitu, that is to say, he may resume\npossession of the goods as long as they are in course of transit,\nand may retain them until payment or tender of the price.\n47 Duration of transit\n(1) Goods are deemed to be in course of transit from the time when\nthey are delivered to a carrier by land, air or water or other bailee\nfor the purpose of transmission to the buyer until the buyer or his\nagent in that behalf takes delivery of them from the carrier or other\nbailee.\n(2) If the buyer or his agent in that behalf obtains delivery of the goods\nbefore their arrival at the appointed destination, the transit is at an\nend.\n(3) If after the arrival of the goods at the appointed destination the\ncarrier or other bailee acknowledges to the buyer or his agent that\nhe holds the goods on his behalf and continues in possession of\nthem as bailee for the buyer or his agent, the transit is at an end,\nand it is immaterial that a further destination for the goods may\nhave been indicated by the buyer.\n(4) If the goods are rejected by the buyer, and the carrier or other\nbailee continues in possession of them, the transit is not deemed to\nbe at an end, even if the seller has refused to receive them back.\n(5) When goods are delivered to a ship chartered by the buyer, it is a\nquestion depending on the circumstances of the particular case\nwhether they are in the possession of the master as a carrier or as\nagent to the buyer.\n(6) Where the carrier or other bailee wrongfully refuses to deliver the\ngoods to the buyer or his agent in that behalf, the transit is deemed\nto be at an end.\n(7) Where part delivery of the goods has been made to the buyer or his\nagent in that behalf, the remainder of the goods may be stopped in\ntransitu, unless the part delivery has been made under such\ncircumstances as to show an agreement to give up possession of\nthe whole of the goods.\n\nPart V Rights of unpaid seller against the goods\nDivision 4 Resale by buyer or seller\nSale of Goods Act 1972 18\n48 How stoppage in transitu is effected\n(1) The unpaid seller may exercise his right of stoppage in transitu\neither by taking actual possession of the goods or by giving notice\nof his claim to the carrier or other bailee in whose possession the\ngoods are. The notice may be given either to the person in actual\npossession of the goods or to his principal. In the latter case the\nnotice to be effectual must be given at such time and under such\ncircumstances that the principal, by the exercise of reasonable\ndiligence, may communicate it to his servant or agent in time to\nprevent a delivery to the buyer.\n(2) When notice of stoppage in transitu is given by the seller to the\ncarrier or other bailee in possession of the goods, he must redeliver\nthe goods to or according to the directions of the seller. The\nexpenses of the redelivery must be borne by the seller.\nDivision 4 Resale by buyer or seller\n49 Effect of subsale or pledge by buyer\n(1) Subject to the provisions of this Act, the unpaid seller's right of lien\nor stoppage in transitu is not affected by any sale or other\ndisposition of the goods which the buyer may have made unless the\nseller has assented thereto.\n(2) Where a document of title to goods has been lawfully transferred to\nany person as buyer or owner of the goods, and that person\ntransfers the document to a person who takes the document in\ngood faith and for valuable consideration, then if such last-\nmentioned transfer was by way of sale the unpaid seller's right of\nlien or stoppage in transitu is defeated, and if such last-mentioned\ntransfer was by way of pledge or other disposition for value the\nunpaid seller's right of lien or stoppage in transitu can only be\nexercised subject to the rights of the transferee.\n50 Sale not generally rescinded by lien or stoppage in transitu\n(1) Subject to this section, a contract of sale is not rescinded by the\nmere exercise by an unpaid seller of this right of lien or stoppage in\ntransitu.\n(2) Where an unpaid seller who has exercised his right of lien or\nstoppage in transitu resells the goods, the buyer acquires a good\ntitle thereto as against the original buyer.\n(3) Where the goods are of a perishable nature, or where the unpaid\nseller gives notice to the buyer of his intention to resell, and the\nbuyer does not within a reasonable time pay or tender the price, the\n\nPart VI Actions for breach of the contract\nDivision 1 Remedies of the Seller\nSale of Goods Act 1972 19\nunpaid seller may resell the goods and recover from the original\nbuyer damages for any loss occasioned by his breach of contract.\n(4) Where the seller expressly reserves a right of resale in case the\nbuyer should make default, and on the buyer making default resells\nthe goods, the original contract of sale is thereby rescinded, but\nwithout prejudice to any claim the seller may have for damages.\nPart VI Actions for breach of the contract\nDivision 1 Remedies of the Seller\n51 Action for price\n(1) Where under a contract of sale the property in the goods has\npassed to the buyer, and the buyer wrongfully neglects or refuses\nto pay for the goods according to the terms of the contract, the\nseller may maintain an action against him for the price of the goods.\n(2) Where under a contract of sale the price is payable on a day certain\nirrespective of delivery, and the buyer wrongfully neglects or\nrefuses to pay such price, the seller may maintain an action for the\nprice, although the property in the goods has not passed and the\ngoods have not been appropriated to the contract.\n52 Damages for non-acceptance\n(1) Where the buyer wrongfully neglects or refuses to accept and pay\nfor the goods, the seller may maintain an action against him for\ndamages for non-acceptance.\n(2) The measure of damages is the estimated loss directly and\nnaturally resulting in the ordinary course of events from the buyer's\nbreach of contract.\n(3) Where there is an available market for the goods in question, the\nmeasure of damages is prima facie to be ascertained by the\ndifference between the contract price and the market or current\nprice at the time or times when the goods ought to have been\naccepted, or if no time was fixed for acceptance, then at the time of\nthe refusal to accept.\n53 Damages for non-delivery\n(1) Where the seller wrongfully neglects or refuses to deliver the goods\nto the buyer, the buyer may maintain an action against the seller of\ndamages for non-delivery.\n\nPart VI Actions for breach of the contract\nDivision 2 Remedies of the buyer\nSale of Goods Act 1972 20\n(2) The measure of damages is the estimated loss directly and\nnaturally resulting in the ordinary course of events from the seller's\nbreach of contract.\n(3) Where there is an available market for the goods in question, the\nmeasure of damages is prima facie to be ascertained by the\ndifference between the contract price and the market or current\nprice of the goods at the time or times when they ought to have\nbeen delivered, or if no time was fixed, then at the time of the\nrefusal to deliver.\nDivision 2 Remedies of the buyer\n54 Remedy for breach of warranty\n(1) Where there is a breach of warranty by the seller, or where the\nbuyer elects or is compelled to treat any breach of a condition on\nthe part of the seller as a breach of warranty, the buyer is not by\nreason only of such breach of warranty entitled to reject the goods,\nbut he may:\n(a) set up against the seller the breach of warranty in diminution\nor extinction of the price; or\n(b) maintain an action against the seller for damages for the\nbreach of warranty.\n(2) The measure of damages for breach of warranty is the estimated\nloss directly and naturally resulting in the ordinary course of events\nfrom the breach of warranty.\n(3) In the case of breach of warranty of quality such loss is prima facie\nthe difference between the value of the goods at the time of delivery\nto the buyer and the value they would have had if they had\nanswered to the warranty.\n(4) The fact that the buyer has set up the breach of warranty in\ndiminution or extinction of the price does not prevent him from\nmaintaining an action for the same breach of warranty if he has\nsuffered further damage.\n55 Interest and special damages\nNothing in this Act shall affect the right of the buyer or seller to\nrecover interest or special damages in any case where by law\ninterest or special damages may be recoverable, or to recover\nmoney paid where the consideration for the payment of it has failed.\n\nPart VII Miscellaneous\nSale of Goods Act 1972 21\n56 Saving of proceedings in equity\n(1) In an action for breach of contract to deliver specific or ascertained\ngoods, the Court may, if it thinks fit, on the application of the\nplaintiff, direct by its judgment that the contract shall be performed\nspecifically without giving the defendant the option of retaining the\ngoods on payment of damages.\n(2) The judgment may be unconditional or upon such terms and\nconditions as to damages, payment of the price or otherwise, as the\nCourt thinks fit.\n(3) The application by the plaintiff may be made any time before\njudgment.\nPart VII Miscellaneous\n57 Exclusion of implied terms and conditions\nWhere any right, duty, or liability would arise under a contract of\nsale by implication of law, it may be negatived or varied by express\nagreement, or by the course of dealing between the parties, or by\nusage, if the usage be such as to bind both parties to the contract.\n58 Reasonable time a question of fact\nFor the purposes of this Act, what is a reasonable time or a\nreasonable price is a question of fact.\n59 Rights, &c., enforceable by action\nWhere any right, duty, or liability is declared by this Act, it may,\nunless otherwise by this Act provided, be enforced by suit or action.\n60 Auction sales\nIn the case of a sale by auction:\n(a) where goods are put up for sale by auction in lots, each lot is\nprima facie to be the subject of a separate contract of sale;\n(b) the sale is complete when the auctioneer announces its\ncompletion by the fall of the hammer or in other customary\nmanner, and until such announcement is made any bidder\nmay retract his bid;\n(c) where the sale is not notified in the conditions of sale to be\nsubject to a right to bid on behalf of the seller, it is not lawful\nfor the seller to bid himself or to employ any person to bid at\n\nPart VII Miscellaneous\nSale of Goods Act 1972 22\nthe sale, or for the auctioneer knowingly to take a bid from the\nseller or any such person, and, if the sale contravenes this\nrule, the sale may be treated as fraudulent by the buyer;\n(d) the sale may be notified in the conditions of sale to be subject\nto a reserved price, and a right to bid may also be reserved\nexpressly by or on behalf of the seller; and\n(e) where a right to bid is expressly reserved, but not otherwise,\nthe seller, or any one person on his behalf, may bid at the\nauction.\n\nENDNOTES\nSale of Goods Act 1972 23\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nSale of Goods Ordinance 1972 (Act No. 38, 1972)\nAssent date 31 July 1972\nCommenced 31 July 1972\nOrdinances Revision Ordinance 1973 (Act No. 87, 1973)\nAssent date 11 December 1973\nCommenced 11 December 1973 (s 12(2))\nAmending Legislation\nOrdinances Revision Ordinance 1974 (Act No. 34, 1974)\nAssent date 26 August 1974\nCommenced 11 December 1973 (s 3(2))\nOrdinances Revision Ordinance (No. 2) 1974 (Act No. 69, 1974)\nAssent date 24 October 1974\nCommenced 11 December 1973 (s 3)\nOrdinances Revision Ordinance 1976 (Act No. 27, 1976)\nAssent date 28 June 1976\nCommenced ss 1, 2 and 6: 28 June 1976 (s 6(2)); ss 3 and 4:\n11 December 1973; s 5: 24 October 1974\nStatute Law Revision Act (No. 2) 1979 (Act No. 128, 1979)\nAssent date 15 October 1979\nCommenced 15 October 1979\nStatute Law Revision Act 1983 (Act No. 58, 1983)\nAssent date 28 November 1983\nCommenced 28 November 1983\n\nENDNOTES\nSale of Goods Act 1972 24\nSale of Goods Amendment Act 1999 (Act No. 59, 1999)\nAssent date 14 December 1999\nCommenced 14 December 1999\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22, 2018) to: s 1.\n4 LIST OF AMENDMENTS\nlt amd No. 58, 1983, s 3\ns 1 amd No. 58, 1983, s 3\ns 2 rep No. 128, 1979, s 37\ns 3 amd No. 87, 1973, s 3; No. 58, 1983, s 3\nss 4 – 5 amd No. 58, 1983, s 3\ns 8 amd No. 58, 1983, s 3\ns 9 amd No. 87, 1973, s 2; No. 58, 1983, s 3\nrep No. 59, 1999, s 2\ns 14 amd No. 87, 1973, s 3\ns 19 amd No. 58, 1983, s 3\ns 26 amd No. 58, 1983, s 3\ns 33 amd No. 58, 1983, s 3\ns 40 amd No. 87, 1973, s 3\nss 41 – 43 amd No. 58, 1983, s 3\ns 46 amd No. 58, 1983, s 3\nss 49 – 50 amd No. 58, 1983, s 3\ns 55 amd No. 58, 1983, s 3\nss 58 – 59 amd No. 58, 1983, s 3","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":true,"description":"This Act replaces the application of the Sale of Goods Act 1895 of South Australia to the Territory (s 3(1)) while preserving rights, obligations and proceedings that had already accrued under the earlier statute (s 3(2)). It also expressly preserves applicable rules of common law and certain other enactments (s 4(2)–(3)) and excludes transactions intended to operate as securities (s 4(4)). Mechanically, the legislative source for sale-of-goods law in the Territory changed from the 1895 South Australian Act to this Act, but the Act saves prior accrued rights and maintains common-law rules where not inconsistent with its provisions."},"complexity_factors":["Many interlocking default rules (property passing, risk allocation, delivery, inspection) requiring factual inquiry (ss 21–25, 31, 37)","Mixture of statutory defaults and freedom to contract (implied terms vs s 57 exclusion) creating drafting incentives","Special commercial doctrines (lien, stoppage in transitu, transfer by document of title) with procedural requirements and timing issues (ss 41–49)","Reliance on common law and external rules retained by the Act (s 4), increasing interpretive layers","Factual standards left to courts (\"reasonable time\", \"reasonable price\") that generate litigation risk (s 58)","Cross-references inside the Act (delivery to carrier, bills of lading, reservation of disposal) that affect property and risk allocation (ss 24, 35)","Multiple remedies with differing measures of loss depending on market availability creating evidentiary complexity (ss 51–54)"],"plain_english_summary":"### What this law does, who it affects, and how it works\n\nThis Act sets out the basic rules for buying and selling tangible goods in the Northern Territory. It defines key terms (for example, \"buyer\", \"seller\", \"goods\", \"property\") and explains how contracts for the sale of goods are formed, what each party must do, who bears risk at different times, and what remedies are available if a party breaks the contract.\n\n- The Act governs contracts where one person transfers (or agrees to transfer) property in goods to another for money (s 6). It applies to both present sales and agreements to sell.\n- It affects anyone who sells or buys goods in the Territory: private persons, traders and businesses (see the definitions in s 5 and the duties in s 30).\n\nKey mechanical changes and rules in the Act\n\n- Formation: Contracts can be written, oral or implied by conduct (s 8). Goods may be existing or future goods; a purported present sale of future goods operates as an agreement to sell (s 10(3)).\n- Implied terms: Unless the contract says otherwise, the seller is taken to warrant title (s 17), goods sold by description must match the description (s 18), and certain implied conditions as to quality or fitness apply in specific circumstances (s 19). Parties can exclude or vary implied rights by express agreement, usage or course of dealing (s 57).\n- Price: The contract may fix the price, leave it to agreement or course of dealing, or, if none of those apply, require payment of a reasonable price (s 13). If price is to be fixed by a valuer who fails to act, the agreement may be avoided unless the buyer has accepted and appropriated the goods (s 14).\n- Transfer of property and risk: Property (ownership) passes when the parties intend it to pass; the Act gives rules to help decide that intention (s 22–23). As a general rule unless the parties agree otherwise, risk follows property: goods are at the seller's risk until property transfers, and at the buyer's risk after that point (s 25). There are special rules on reservation of right of disposal (s 24), delivery to carriers (s 35) and delivery at a distance (s 36).\n- Delivery and inspection: The seller must deliver and the buyer must accept and pay (s 30). Delivery and payment are concurrent unless the contract says otherwise (s 31). A buyer who has not previously examined the goods is not taken to have accepted them until given a reasonable opportunity to inspect (s 37).\n- Remedies and commercial protections: The Act sets out remedies for seller and buyer: the seller may sue for the price (s 51), for damages for non-acceptance or non-delivery (s 52–53); the buyer may sue for damages for breach of warranty or seek other remedies including diminution of price (s 54). The courts retain power to order specific performance in respect of contracts for specific or ascertained goods (s 56).\n- Rights of an unpaid seller: The Act gives an unpaid seller defined rights while in possession of goods (s 41–43): a lien (retain possession until paid), the right to stop goods in transit if the buyer becomes insolvent (s 46), and a right of resale in defined circumstances (s 50). There are rules on how stoppage in transitu is effected and when transit ends (s 46–48).\n- Auction sales: Special rules apply to auctions, including when the sale is complete and controls on seller bidding unless disclosed (s 60).\n\nOfficial purpose-claims and how the Act produces them\n\n- The statutory title and opening provision identify the objective as regulating sale of goods in the Territory (s 1; Act title). Mechanically, the Act implements that objective by: (a) defining the legal consequences of contract formation and transfer of property (s 6, s 21–25), (b) creating standard implied terms to allocate basic risks and expectations between seller and buyer (s 17–19), and (c) supplying remedies and commercial protections for non‑performance (Part VI).\n\nCosts, incentives and trade-offs created by the Act (source-cited, factual)\n\n- Who pays and when: Buyers pay the price; if the contract does not fix the price the buyer pays a reasonable price (s 13). Payment and delivery are concurrent unless the contract says otherwise (s 31). A buyer who refuses or neglects to take delivery after proper tender is liable for loss and reasonable care/custody charges (s 40).\n- Who bears risk: Risk normally follows property: the seller bears risk until property passes; the buyer bears it after (s 25). Where delivery is delayed through a party's fault, that party bears loss caused by the delay (s 25(1)). For sea transit the seller must give notice enabling the buyer to insure, otherwise the seller bears risk during sea transit (s 35(4)).\n- Seller protections and concentrated benefits: The unpaid seller has specific remedies (lien s 43, stoppage in transitu s 46, resale s 50). Those rights mechanically increase the seller's leverage where the buyer is insolvent or fails to pay. The Act also allows an unpaid seller to withhold delivery while property has not passed (s 42(2)).\n- Duties that create compliance costs: Sellers must afford buyers a reasonable opportunity to inspect delivered goods (s 37) and, unless otherwise authorized, must contract with carriers on behalf of buyers reasonably (s 35(2)). A seller who delivers goods to a carrier without reserving the right of disposal may lose his lien (s 45(1)(a)). These duties create discrete compliance actions for sellers (notices, contracting, timing) that have time and administrative costs.\n- Legal uncertainty and decision costs: Determining when property passes depends on the parties' intention and a set of rules (ss 22–23). That requires factual inquiry (contract terms, conduct, circumstances) and creates transactional uncertainty where parties do not make their intentions explicit. Questions such as what is a \"reasonable time\" or a \"reasonable price\" are left as questions of fact (s 58), which shifts some costs into disputes and possible court proceedings.\n- Limits on contractual freedom and default rules: The Act supplies default implied terms (title s 17, correspondence with description s 18, fitness/merchantable quality in limited cases s 19). However, parties may negativate or vary implied terms by express contract, course of dealing or trade usage (s 57). That preserves commercial freedom where parties negotiate explicitly, but also requires sellers/buyers to draft clear terms if they seek a different allocation of risk.\n- Judicial discretion and enforcement risk: Courts retain equitable powers to order specific performance in appropriate cases (s 56), and damages measures depend on market conditions or loss measures (ss 52–53). Enforcement therefore depends on court procedures and factual proof of loss.\n\nImplementation risks, substitution effects and potential unintended consequences (source-grounded)\n\n- Reservation of disposal and bills of lading: Sellers who reserve the right of disposal (expressly or by bills of lading deliverable to order of seller) can control when property passes (s 24(1)–(3)). That creates an incentive for sellers to structure shipping documents to retain control; buyers relying on possession of documents must watch for such reservations because property may not have passed (s 24(4)).\n- Substitution between contractual drafting and statutory defaults: Because implied protections are subject to exclusion by express agreement (s 57), sophisticated parties may substitute negotiated contract terms for statutory defaults. Where parties do not contract clearly, default rules (for example risk following property (s 25) and implied title warranties (s 17)) will apply and may produce outcomes different to parties' unstated expectations.\n- Concentrated vs diffuse effects: The Act gives concentrated, enforceable remedies to sellers who are unpaid (s 41–50). Those remedies are effective against buyers who become insolvent or default, but their exercise (for example stoppage in transitu s 46 and resale s 50) may impose losses on buyers or third parties who rely on documents of title (s 49(2)).\n\nPractical takeaways (procedural): who pays, who decides, and what changes behaviour\n\n- Buyers pay the price; they face liability for refusal or neglect to accept delivery (s 40) and bear risk once property passes (s 25).\n- Sellers must deliver goods and make them deliverable; they must give buyers reasonable inspection opportunities (s 30, s 37) and may retain goods or stop them in transit if unpaid (ss 41–46).\n- Courts decide disputed facts such as intention to pass property (s 22(2)), what is a \"reasonable\" time or price (s 58), and may order specific performance (s 56).\n- The Act shifts behaviour toward clearer contracting on price, delivery terms, reservation of disposal, and carriage terms to control when property and risk pass (ss 13, 24, 31, 35).\n\nPrimary sources to consult within the Act for operational detail: definitions and duties (s 5; s 30), implied terms (ss 17–20), transfer of property and risk (ss 21–25), unpaid seller remedies (ss 41–50), and remedies for breach (ss 51–55)."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains focused on its original purpose: governing contracts for the sale of goods. The 1999 amendments (reflected in this version) were minor technical updates. The Act has not expanded beyond its core commercial scope into areas like consumer protection (which is now largely covered by the Australian Consumer Law) or electronic transactions."},"complexity_factors":["19 defined terms in section 5, including technical concepts like 'document of title to goods', 'future goods', and 'emblements'","5 complex 'Rules' in section 23 for determining when property passes, with multiple sub-conditions and exceptions","Nested conditional logic in section 19 (implied conditions as to quality) with four separate sub-paragraphs and cross-references to trade usage","Multiple cross-references between Parts—e.g., unpaid seller's rights in Part V interact with property transfer rules in Part III and delivery rules in Part IV","Specific exceptions throughout, such as section 4(4) excluding transactions intended as security, and section 57 allowing parties to contract out of implied terms","Historical layering: the Act is based on the UK Sale of Goods Act 1893 (itself a codification of common law), creating potential interpretive complexity when applying modern commercial contexts"],"plain_english_summary":"**What this law does:**\n\nThis is the Northern Territory's rulebook for buying and selling physical goods (not services or real estate). It covers everything from the moment you shake hands on a deal to what happens when things go wrong.\n\n**Who it affects:**\n\n*   **Buyers and sellers** of goods in the Northern Territory—whether you're a shop, a wholesaler, or a private individual selling a car.\n*   **Businesses** that ship goods, store goods, or sell on credit.\n\n**Key things it covers:**\n\n*   **Making the contract:** You can make a sale verbally, in writing, or just by acting like you've made a deal. It covers sales of existing stuff (like a car on the lot) and future stuff (like crops not yet harvested).\n*   **Quality guarantees:** Unless you agree otherwise, sellers automatically promise that:\n    *   They actually own what they're selling (or will own it when it's time to hand it over).\n    *   The goods match their description.\n    *   If you tell the seller exactly what you need it for and rely on their expertise, the goods must be fit for that purpose.\n    *   If bought by description from a dealer, goods must be of \"merchantable quality\" (decent enough to sell).\n*   **When ownership transfers:** The law sets rules for exactly when goods become yours—usually when the contract is made for specific items ready to go, but later if the seller still needs to do something to prepare them.\n*   **Risk:** If goods are destroyed before delivery, who wears the loss? Generally, risk follows ownership—if it's yours, it's your problem if it breaks or burns.\n*   **Unpaid sellers' rights:** If you haven't paid, the seller can:\n    *   Keep the goods until you pay (**lien**—a legal right to hold someone else's property until a debt is paid).\n    *   Stop goods in transit if they hear you've gone bust (**stoppage in transitu**).\n    *   Resell the goods if you don't pay up.\n*   **Remedies:** If someone breaks the deal, the wronged party can sue for the price, damages (compensation), or in rare cases, force the actual delivery of the specific goods (**specific performance**—a court order making someone do what they promised).\n\n**Why it matters:**\n\nThis Act is the safety net for commercial transactions. When a contract is silent on an issue, these rules fill the gaps. They protect buyers from dodgy goods and sellers from non-paying buyers, creating predictable rules for commerce in the NT."}},"importantCases":[],"_links":{"self":"/api/acts/sale-of-goods-act-1972","history":"/api/acts/sale-of-goods-act-1972/history","analysis":"/api/acts/sale-of-goods-act-1972/analysis","conflicts":"/api/acts/sale-of-goods-act-1972/conflicts","importantCases":"/api/acts/sale-of-goods-act-1972/important-cases","documents":"/api/acts/sale-of-goods-act-1972/documents"}}