What it does
The Sale of Goods Act 1923 (NSW) is a codifying statute that consolidates and restates the common law rules governing contracts for the sale of goods while introducing specific statutory defaults, implied terms, and remedial frameworks. At its core, s 6(1) defines a contract of sale as one whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration called the price. The Act distinguishes between a completed "sale" (where property passes immediately) and an "agreement to sell" (where transfer is future or conditional), with the latter converting to a sale once the condition is met (s 6(4)).
Part 2 addresses formation. Contracts may be made in any form — writing, oral, or implied from conduct — subject to corporate law exceptions (s 8). Price may be fixed by the contract, by agreed manner, course of dealing, or, failing that, a reasonable price determined as a question of fact (s 13). Agreements to sell at third-party valuation are avoided if the valuer fails to act, though delivered goods attract a reasonable price obligation (s 14). Stipulations as to time of payment are presumptively not of the essence unless the contract indicates otherwise (s 15(1)).
Implied terms are central. Section 17 implies a condition that the seller has (or will have) the right to sell, plus warranties of quiet possession and freedom from undisclosed encumbrances. Sales by description carry an implied condition of correspondence with description, which survives even where a sample is also provided (s 18). Section 19 sets out the famous exceptions to caveat emptor: fitness for disclosed purpose where the buyer relies on the seller's skill (s 19(1)), merchantable quality for goods bought by description from a dealer (s 19(2)), and terms annexed by trade usage (s 19(3)). Sales by sample imply correspondence in quality, reasonable comparison opportunity, and freedom from hidden defects (s 20).