The Act directly affects every person or entity entering a contract for the sale of "goods" — defined in s 5(1) as all chattels personal other than things in action and money, including emblements and fixtures agreed to be severed. This encompasses manufacturers, wholesalers, retailers, farmers, consumers, and even part-owners selling to one another (s 6(1)).

Buyers and sellers are the primary subjects. "Buyer" and "seller" are defined circularly in s 5(1) as persons who buy/agree to buy or sell/agree to sell. Capacity is governed by general contract law, with a specific rule that necessaries sold to mentally incapacitated or drunken persons attract reasonable price liability (s 7). Insolvency concepts are statutorily expanded: a person is insolvent if ceased paying debts in ordinary course or cannot pay as due, regardless of bankruptcy act (s 5(3)).

Mercantile agents, carriers, bailees, and third-party valuers are implicated. Section 28(3) defines mercantile agent for the purposes of the seller-in-possession and buyer-in-possession rules. Carriers receive notices of stoppage (s 48) and must redeliver at seller's expense. Auctioneers are bound by the rules in s 60 prohibiting undisclosed seller bidding.

Owners whose goods are sold without authority are protected by the nemo dat rule in s 26(1), subject to estoppel or statutory exceptions under the Factors (Mercantile Agents) Act 1923 or Personal Property Securities Act 2009 (Cth). However, buyers under voidable titles taken in good faith without notice obtain good title (s 27).

Manufacturers can be joined in consumer sale proceedings under s 64(5) and ordered to remedy defects or pay the estimated cost, extending liability beyond the immediate seller where goods are imported (s 64(6)).

Courts, judges, arbitrators and sheriffs appear in the definitions (s 5(1)) and are the fora for enforcement (s 59). The Act binds parties to contracts made after its commencement but preserves pre-existing rights (s 3(2) and Schedule 2).

In practice, it affects every retail transaction, online sale of physical items, commodity trade in wool or grain, and commercial supply contracts across New South Wales. Only security arrangements disguised as sales (s 4(4)), bills of sale, and unrepealed statutes are excluded.

Duties are reciprocal. The seller must deliver in accordance with the contract (s 30) and, where sending is required, do so within a reasonable time at own expense to put goods into deliverable state (s 32(2),(5)). The buyer must accept and pay (s 30), with payment and delivery being concurrent conditions (s 31).

Key implied rights for buyers include: title (s 17(1)), quiet possession and freedom from charges (s 17(2)-(3)), correspondence with description (s 18), fitness for disclosed purpose (s 19(1)), merchantable quality (s 19(2) and, for consumer sales, the expanded definition in s 64(3)), and sample compliance (s 20). These are conditions except where acceptance or severability rules convert them to warranties (s 16). Buyers enjoy examination rights before acceptance (s 37), may reject wrong quantity or mixed goods (s 33), and are not required to return rejected goods (s 39).

Sellers' rights centre on the unpaid seller trilogy (s 42): lien (s 43), stoppage in transit (s 46), and resale (s 50). Lien arises where no credit stipulated, credit expired, or buyer insolvent (s 43(1)) and survives part delivery unless waived (s 44). Stoppage requires insolvency and goods still in transit (ss 46-47); it is exercised by notice to carrier (s 48). Resale after notice or for perishables rescinds the contract and allows damages recovery (s 50(3)-(4)).

Both parties may waive conditions (s 16(1)), treat time as non-essential (s 15), and rely on good faith (defined in s 5(2) as honesty regardless of negligence). Risk allocation follows property unless fault-based delay intervenes (s 25). In bulk sales, buyers gain immediate co-ownership rights and deemed consents to co-owner dealings (s 25A(7)), with no contribution obligation inter se (s 25A(9)).

In consumer sales, buyers cannot have ss 18-20 rights excluded (s 64(1)), and courts may impose manufacturer liability (s 64(5)). Auction bidders may retract until hammer fall (s 60(2)), and buyers gain fraud remedies where seller bids undisclosed (s 60(3)).

Equity supplements: misrepresentation allows rescission even post-integration or performance (s 4(2A)), and intermediate stipulations permit repudiation for serious breach (s 4(5)). Common law agency, fraud, duress and mistake rules continue (s 4(2)).

The Act is largely civil. Breach of condition grounds repudiation (subject to s 16 acceptance rules); breach of warranty sounds only in damages (s 5(1) definition of warranty; s 54). Damages are the estimated loss directly and naturally resulting (ss 52(2), 53(2), 54(2)), with prima facie market-contract differential rules (ss 52(3), 53(3)). For quality warranties, difference between delivered value and warranted value (s 54(3)).

Unpaid sellers may sue for the price once property passes or on a day certain (s 51), or damages for non-acceptance (s 52). Buyers sue for non-delivery (s 53). Set-off of warranty breaches against price is permitted, with further damages if loss exceeds (s 54(4)).

No criminal penalties are created, but fraudulent auction conduct under s 60(3) may render the sale treatable as fraudulent, opening general fraud remedies. Section 40 imposes liability for neglect to take delivery (loss plus custody charges), without prejudice to repudiation rights.

Enforcement is by action (s 59). Courts may add manufacturers in consumer defect cases and make repair or damages orders enforceable as judgments (s 64(5),(8)). Jurisdiction is limited to the monetary ceiling of the court hearing the primary claim (s 64(7)). Reasonable time, reasonable price, and reasonable hours are factual questions for the tribunal (ss 13(2), 14(1), 32(4), 58).

Limitation periods are not altered; general limitation statutes apply. Interest and special damages remain available where law permits (s 55). Equitable relief, including specific performance and rescission, is expressly saved (s 56).

Section 4(2) preserves the common law, law merchant, principal-agent rules, fraud, misrepresentation, duress, mistake and other invalidating causes insofar as not inconsistent. Equity's misrepresentation rules expressly apply and permit rescission despite the misrepresentation becoming a term or performance having occurred (s 4(2A)). Bankruptcy rules continue (s 4(1)).

The Act does not affect bills of sale legislation, unrepealed sale statutes, or security transactions cast as sales (s 4(3)-(4)). It expressly yields to the Factors (Mercantile Agents) Act 1923 and the Personal Property Securities Act 2009 (Cth) in nemo dat situations (s 26(2)(a)).

Section 21 is subject to s 25A bulk rules. Consumer sale provisions in Part 8 overlay and cannot be contracted out of for the core implied terms (s 64(1)). The 1988 amendments clarified that acceptance does not bar equitable rescission for innocent misrepresentation unless affirmed (s 38(2) and Schedule 2).

Interaction with the Australian Consumer Law (Cth) and Fair Trading Act 1987 (NSW) is outside the text but the Act's consumer definitions (s 62) and merchantable quality expansion (s 64(3)) historically informed, and now sit alongside, statutory guarantees. The Act preserves usage of trade that binds both parties (s 57) and usage-annexed warranties (s 19(3)).

Repeals in Schedule 1 removed parts of the Statute of Frauds and the 1902 Usury Act. Savings in s 3(2) and Schedule 2 protect accrued rights and limit retrospective effect of 1988 and later amendments. Section 65 incorporates Schedule 2 transitional rules, treating certain 1988 changes as affecting pre-commencement contracts only for non-litigated matters.

The provided text reflects consolidations up to 2010. Key post-1923 changes include:

• 1937 amendments (ss 5, 19, 61) introduced draft-allowance prohibitions for wool and adjusted quality warranties.

• 1970 amendment to capacity (s 7).

• 1974 No 105 added Part 8 consumer sales to respond to growing consumer movement, preventing exclusion of implied terms in retail transactions and enabling manufacturer joinder.

• 1988 No 78 inserted s 4(2A) and amended ss 16, 38 to align with equitable developments post-Leaf v International Galleries and to preserve rescission for innocent misrepresentation even after acceptance or integration. Schedule 2 clarifies non-retrospectivity.

• 1995 and 1999 amendments updated repeals and savings.

• 2006 No 119 inserted s 25A to implement recommendations mirroring UK Sale of Goods Act 1979 ss 20A-20B, addressing commercial inconvenience in bulk commodity trades (grain, oil) where buyers paid for undivided shares but traditional ascertainment rules delayed property passage. The reform was driven by insolvency risks exposed in cases of bulk storage failure.

• 2010 amendment updated cross-reference to the then-new Personal Property Securities Act 2009 (Cth).

These changes reflect a movement from pure codification of commercial law toward consumer protection and modernisation of title rules for contemporary supply chains. The 2006 bulk reform was explicitly to bring NSW into line with UK, Victoria and other jurisdictions.

The text itself contains no case citations; all analysis must be grounded in statutory language. However, the structure reveals legislative responses to judicial controversies. Section 4(2A) and s 38(2) were inserted after courts struggled with whether acceptance or performance barred equitable rescission for misrepresentation — the subsection expressly reverses any such implied bar. The intermediate stipulation rule in s 4(5) addresses the Hong Kong Fir doctrine, ensuring serious breaches of innominate terms can still ground repudiation despite not being labelled conditions.

Section 16(3) codifies the old rule that acceptance converts conditions to warranties in non-severable contracts, a rule criticised for penalising buyers of complex goods. Consumer Part 8 was a direct legislative override of freedom-of-contract decisions allowing exclusion clauses to oust implied terms in standard form retail sales.

The five rules in s 23 have generated voluminous litigation on "unconditional appropriation", "deliverable state", and buyer assent, though the statute treats these as presumptions only. Section 25A(3)-(4) proportionate reduction and deemed consent provisions were inserted to avoid the injustices seen when an insolvent bulk holder left paid buyers with nothing at common law.

Auction rules in s 60 reflect historical fraud concerns; the prohibition on undisclosed seller bidding and the fraud remedy respond to collusive practices litigated in the 19th century. The definition of merchantable quality in s 64(3) for consumer sales was intended to broaden the older "saleable in the market" test that had produced narrow outcomes.

Controversies persist around the distinction between condition and warranty (s 16(2)), the factual nature of "reasonable time" and "reasonable price", and the precise boundaries of consumer sales (s 62), especially with online and mixed-purpose buyers. The Act's preservation of common law (s 4(2)) ensures ongoing interplay with equitable doctrines of mistake and undue influence.

Most practitioners assume all implied terms can be excluded by a well-drafted clause; Part 8 renders any such exclusion void in consumer sales for ss 18-20 (s 64(1)), and s 64(2) prevents an express warranty from negativing the statutory merchantable quality condition. The expanded merchantable quality test in s 64(3) — reasonable fitness expectations given price, description and circumstances — is broader than the common-law "fit for ordinary use" standard and catches goods that are saleable but not reasonably fit.

Section 25A is frequently overlooked. Once payment is made for any part of identified bulk goods, property in an undivided share passes immediately; the buyer becomes tenant in common and is deemed to consent to other co-owners removing their shares (s 25A(7)). This can defeat an unpaid seller's lien or stoppage rights without the seller realising. The proportionate reduction when aggregate shares exceed the bulk (s 25A(4)) can leave a buyer with less than paid for, yet s 25A(9)(a) expressly denies any compensation claim against other buyers.

The unpaid seller's lien and stoppage rights survive passage of property (s 42(1)) but are defeated by a good-faith pledge or sale of a document of title (s 49 proviso). Many sellers fail to appreciate that delivery to a carrier without reserving disposal rights ends the lien (s 45(1)(a)).

Rule 4(b) on sale-or-return can trap buyers: retention beyond a reasonable time without rejection notice passes property even if the buyer has not yet decided to purchase. Conversely, any act "adopting the transaction" (e.g. pledging the goods) instantly passes property.

Section 4(2A) is a sleeper: equitable rescission for misrepresentation remains available post-performance or where the misrepresentation has become a contractual term — a significant departure from older common-law fusion rules. Few commercial lawyers remember that draft allowances on wool and sheepskins are statutorily void (s 61), rendering any contractual term purporting to deduct them unenforceable.

In consumer sales, joining the manufacturer under s 64(5) is rarely used but powerful; the manufacturer need not be at fault — the defect itself suffices for a repair-or-pay order. Second-hand goods carry a cash-price liability cap (s 64(9)), a fact often missed in "as-is" used-car sales.

Finally, the Act's definitions are exhaustive only "unless the context otherwise requires" (s 5(1)), and "good faith" is honesty alone (s 5(2)), not the broader PPSA or general law standards. Insolvency is broader than bankruptcy (s 5(3)), triggering stoppage rights earlier than many expect.

Compliance begins with understanding that the Act supplies default rules that can, outside consumer sales, be varied by express agreement, course of dealing or binding usage (s 57). Draft contracts should expressly address: time of essence (s 15), passing of property and risk (ss 22-25), exclusion of implied terms where permissible, delivery place and method (s 32), inspection rights, acceptance criteria, and reservation of disposal rights (s 24).

For sellers: retain possession until payment where possible to preserve the lien (s 43); include retention-of-title clauses that satisfy s 24; reserve right of disposal on bills of lading; give clear notice of stoppage (s 48); and document any resale after notice to preserve damages claims (s 50(3)). In bulk sales, identify the bulk expressly and track payments to avoid unintended co-ownership under s 25A.

For buyers: make known particular purposes in writing to engage s 19(1) fitness; inspect samples and goods promptly (s 37); give clear rejection notice before any inconsistent act (s 38); and, in consumer sales, refuse to sign exclusion clauses that purport to limit ss 18-20.

Both parties should record the contract (though not required by s 8), fix price or a clear mechanism (s 13), stipulate delivery times and consequences, and address instalment rights (s 34). In auctions, conditions of sale must expressly notify any seller bidding right (s 60(4)).

Businesses selling to consumers must accept that Part 8 cannot be contracted out of; warranties must not contradict the statutory merchantable quality obligation (s 64(2)), and defect complaints may expose manufacturers. Maintain records of pre-contract notices of defects to invoke s 64(4).

Periodic training on the five rules in s 23 prevents title disputes. Insolvency policies should trigger immediate stoppage notices to carriers. Legal sign-off on standard terms is essential to ensure they do not inadvertently waive lien or stoppage rights. Where goods are imported, note the extended manufacturer definition in s 64(6).

Finally, because reasonable time, reasonable price and reasonable hour are questions of fact (s 58), document industry norms, communications and circumstances contemporaneously. In disputes, plead alternative common-law and equitable grounds preserved by s 4(2) and s 56 to maximise remedial flexibility. Compliance is achieved by treating the Act as a statutory overlay on, not replacement for, carefully negotiated commercial terms.