Sale of Goods Act 1954 (ACT)

This Act sets out the statutory framework for contracts for the sale of goods in the Australian Capital Territory. It defines what a contract of sale is (a seller transferring, or agreeing to transfer, property in goods to a buyer for money, s 6), the essential concepts that control how property and risk pass (for example, requirements for goods to be ascertained, s 21, and the rules for ascertaining the parties’ intention as to when property passes, s 22 and s 23), and a set of implied conditions and warranties governing title, description, quality and fitness (notably s 17, s 18 and s 19). The Act then prescribes performance obligations (the seller’s duty to deliver and the buyer’s duty to accept and pay, s 31; concurrent conditions of delivery and payment, s 32), delivery rules (place of delivery, delivery by carrier, and the seller’s obligations where sea transit is involved, s 33 and s 36), and rules for acceptance, rejection and examination of goods (s 38-s 40).

For unpaid sellers the Act recognises a package of property-related remedies, including a lien while in possession (s 43 and s 44), the right to stop goods in transit when the buyer becomes insolvent (s 47-s 49), and the right to resell in certain circumstances (s 51). The Act provides civil remedies for breach: the seller’s action for the price and damages for non‑acceptance (s 52 and s 53), and the buyer’s remedies for nondelivery, specific performance and damages for breach of warranty (s 54-s 56). It also deals with special contexts such as auctions (s 60) and certain commodity-specific rules, for example a prohibition on draft allowance terms in wool contracts (s 61). Rights and liabilities created by the Act are enforceable by action (s 59).

The Act preserves the operation of the common law and other statutes where not inconsistent, and makes express cross‑references that preserve other regimes governing registration of interests and bills of sale (for example s 26(2) and s 62). The republished version records editorial changes and a run of historical amendments; it also records that, at the republication date, penalty unit values for offences against the Act are set out in the Legislation Act (the preface to the republication notes a penalty unit value) although the body of the Act mainly creates civil rights and liabilities (see s 59 and the prefatory notes on penalty units).

Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Australian Capital Territory Sale of Goods Act 1954 A1954-15 Republication No 5 Effective: 26 November 2025 Republication date: 26 November 2025 Last amendment made by A2025-29

Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au About this republication The republished law This is a republication of the Sale of Goods Act 1954 (including any amendment made under the Legislation Act 2001, part 11.3 (Editorial changes)) as in force on 26 November 2025. It also includes any commencement, amendment, repeal or expiry affecting this republished law to 26 November 2025. The legislation history and amendment history of the republished law are set out in endnotes 3 and 4. Kinds of republications The Parliamentary Counsel’s Office prepares 2 kinds of republications of ACT laws (see the ACT legislation register at www.legislation.act.gov.au): • authorised republications to which the Legislation Act 2001 applies • unauthorised republications. The status of this republication appears on the bottom of each page. Editorial changes The Legislation Act 2001, part 11.3 authorises the Parliamentary Counsel to make editorial amendments and other changes of a formal nature when preparing a law for republication. Editorial changes do not change the effect of the law, but have effect as if they had been made by an Act commencing on the republication date (see Legislation Act 2001, s 115 and s 117). The changes are made if the Parliamentary Counsel considers they are desirable to bring the law into line, or more closely into line, with current legislative drafting practice. This republication includes amendments made under part 11.3 (see endnote 1). Uncommenced provisions and amendments If a provision of the republished law has not commenced, the symbol U appears immediately before the provision heading. Any uncommenced amendments that affect this republished law are accessible on the ACT legislation register (www.legislation.act.gov.au). For more information, see the home page for this law on the register. Modifications If a provision of the republished law is affected by a current modification, the symbol M appears immediately before the provision heading. The text of the modifying provision appears in the endnotes. For the legal status of modifications, see the Legislation Act 2001, section 95. Penalties At the republication date, the value of a penalty unit for an offence against this law is $160 for an individual and $810 for a corporation (see Legislation Act 2001, s 133).

R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 contents 1 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Australian Capital Territory Sale of Goods Act 1954 Contents Page Part 1 Preliminary 1 Name of Act 2 2 Dictionary 2 3 Notes 2 4 Key concepts 2 Part 2 Formation of the contract Division 2.1 Contract of sale 6 Sale and agreement to sell 4 7 Capacity to buy and sell 4 Division 2.2 Formalities of contract 8 Manners of making contracts of sale 5 Division 2.3 Subject matter of contract 10 Existing or future goods 5

Contents Page contents 2 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 11 Goods that have perished 5 12 Goods perishing before sale but after agreement to sell 6 Division 2.4 The price 13 Ascertainment of price 6 14 Agreement to sell at valuation 6 Division 2.5 Conditions and warranties 15 Stipulations as to time 6 16 When condition to be treated as warranty 7 17 Implied undertaking as to title 7 18 Sale by description 8 19 Implied conditions as to quality and fitness 8 Division 2.6 Sale by sample 20 Sale by sample 9 Part 3 Effects of the contract Division 3.1 Transfer of property between seller and buyer 21 Goods must be ascertained 10 22 Property passes if intended to pass 10 23 Rules for ascertaining intention 10 24 Reservation of right of disposal 12 25 Risk prima facie passes with property 12 Division 3.2 Transfer of title 26 Sale by person not the owner 13 27 Resale under voidable title 13 28 Revesting of property in stolen goods on conviction of offender 13 29 Seller or buyer in possession after sale 14 30 Effects of writs of execution 14 Part 4 Performance of the contract 31 Duties of seller and buyer 15 32 Payment and delivery are concurrent conditions 15 33 Rules as to delivery 15 34 Delivery of wrong quantity 16 35 Instalment deliveries 16

Contents Page R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 contents 3 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 36 Delivery to carrier 17 37 Risk if goods are delivered at distant place 18 38 Buyer’s right of examining the goods 18 39 Acceptance 18 40 Buyer not bound to return rejected goods 19 41 Liability of buyer for neglecting or refusing delivery of goods 19 Part 5 Rights of unpaid seller against the goods Division 5.1 General 42 Unpaid seller defined 20 43 Unpaid seller’s rights 20 Division 5.2 Unpaid seller’s lien 44 Seller’s lien 21 45 Part delivery 21 46 Termination of lien 21 Division 5.3 Stoppage in transitu 47 Right of stoppage in transitu 22 48 Duration of transit 22 49 Method of effecting stoppage in transitu 23 Division 5.4 Resale by buyer or seller 50 Effect of sub-sale or pledge by buyer 24 51 Sale not generally rescinded by lien or stoppage in transitu 24 Part 6 Actions for breach of the contract Division 6.1 Remedies of seller 52 Action for price 26 53 Damages for nonacceptance 26 Division 6.2 Remedies of buyer 54 Damages for nondelivery 27 55 Specific performance 27 56 Remedy for breach of warranty 28 57 Interest and special damages 28

Contents Page contents 4 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 7 Miscellaneous 59 Rights etc enforceable by action 29 60 Auction sales 29 61 Draft allowance on wool 30 62 Savings 30 Dictionary 31 Endnotes 1 About the endnotes 33 2 Abbreviation key 33 3 Legislation history 34 4 Amendment history 36 5 Earlier republications 39

R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 1 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Australian Capital Territory Sale of Goods Act 1954 An Act relating to the sale of goods

Part 1 Preliminary Section 1 page 2 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 1 Preliminary 1 Name of Act This Act is the Sale of Goods Act 1954. 2 Dictionary The dictionary at the end of this Act is part of this Act. Note 1 The dictionary at the end of this Act defines certain terms used in this Act. Note 2 A definition in the dictionary (including a signpost definition) applies to the entire Act unless the definition, or another provision of the Act, provides otherwise or the contrary intention otherwise appears (see Legislation Act, s 155 and s 156 (1)). 3 Notes A note included in this Act is explanatory and is not part of this Act. Note See the Legislation Act, s 127 (1), (4) and (5) for the legal status of notes. 4 Key concepts For this Act— (a) a thing is done honestly if it is in fact done honestly, whether or not it is done negligently; and (b) what is a reasonable time, a reasonable hour or a reasonable price is a question of fact; and (c) a person is insolvent if the person has ceased to pay debts that arise in the ordinary course of business, or cannot pay debts as they become due, whether or not the person has committed an act of bankruptcy and whether or not the person has become a bankrupt; and

Preliminary Part 1 Section 4 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 3 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (d) goods are in a deliverable state if they are in a state that the buyer would, under the contract, be bound to take delivery of them.

Part 2 Formation of the contract Division 2.1 Contract of sale Section 6 page 4 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 2 Formation of the contract Division 2.1 Contract of sale 6 Sale and agreement to sell (1) A contract of sale of goods is a contract by which the seller transfers or agrees to transfer property in goods to the buyer for a money consideration, called the price. (2) There may be a contract of sale between one part owner and another. (3) A contract of sale may be absolute or conditional. (4) If, under a contract of sale, the property in the goods is transferred from the seller to the buyer, the contract is called a sale. (5) If the transfer of the property in the goods is to take place at a future time or subject to a condition to be fulfilled after the transfer of the property in the goods, the contract is called an agreement to sell. (6) An agreement to sell becomes a sale when the time elapses at which, or the conditions are fulfilled subject to which, the property in the goods is to be transferred. 7 Capacity to buy and sell (1) Capacity to buy and sell is regulated by the general law concerning capacity to contract and to transfer and acquire property. (2) If necessaries are sold to an infant or to a person who, because of mental incapacity or drunkenness, is incompetent to contract, they must pay a reasonable price for the goods. (3) In this section: necessaries means goods suitable to the condition and life of the infant or other person and to their actual requirements at the time of the sale and delivery.

Formation of the contract Part 2 Formalities of contract Division 2.2 Section 8 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 5 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Division 2.2 Formalities of contract 8 Manners of making contracts of sale (1) Subject to this Act and to any other law, a contract of sale may be made— (a) in writing, either with or without seal; or (b) by word of mouth; or (c) partly in writing and partly by word of mouth; or may be implied from the conduct of the parties. (2) This section does not affect the law relating to corporations. Division 2.3 Subject matter of contract 10 Existing or future goods (1) The goods that form the subject of a contract of sale may be either existing goods that are owned or possessed by the seller or future goods. (2) There may be a contract for the sale of goods the acquisition of which by the seller depends on a contingency that may or may not happen. (3) If, by the contract of sale, the seller purports to effect a present sale of future goods, the contract operates as an agreement to sell the goods. 11 Goods that have perished If there is a contract for the sale of specific goods and the goods have, without the knowledge of the seller, perished at the time when the contract was made, the contract is void.

Part 2 Formation of the contract Division 2.4 The price Section 12 page 6 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 12 Goods perishing before sale but after agreement to sell If 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. Division 2.4 The price 13 Ascertainment of price (1) The price in a contract of sale— (a) may be fixed by the contract; or (b) may be left to be fixed in a way agreed by the contract; or (c) may be determined by the course of dealing between the parties. (2) If the price is not determined in accordance with subsection (1), the buyer must pay a reasonable price. 14 Agreement to sell at valuation (1) If 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 that third party cannot or does not make the valuation, the agreement is avoided, but, if the goods, or a part of them, have been delivered to and appropriated by the buyer, the buyer must pay a reasonable price for them. (2) If the 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. Division 2.5 Conditions and warranties 15 Stipulations as to time (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.

Formation of the contract Part 2 Conditions and warranties Division 2.5 Section 16 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 7 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (2) Whether any other stipulation as to time is of the essence of the contract depends on the terms of the contract. (3) In a contract of sale, unless a different intention appears from the terms of the contract, month means calendar month. 16 When condition to be treated as warranty (1) If a contract of sale is subject to a condition to be fulfilled by the seller, the buyer may waive the condition or elect to treat a breach of the condition as a breach of warranty and not as a ground for treating the contract as repudiated. (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. (3) A stipulation may be a condition although it is called a warranty in the contract. (4) This section does not apply to a condition or warranty the fulfilment of which is excused by law because of impossibility or otherwise. 17 Implied undertaking as to title In a contract of sale, unless the circumstances of the contract are such as to show a different intention— (a) there is an implied condition on the part of the seller— (i) for a sale—that the seller has a right to sell the goods; and (ii) for an agreement to sell—that the seller will have the right to sell the goods at the time when the property is to pass; and (b) there is an implied warranty that the buyer shall have and enjoy quiet possession of the goods; and

Part 2 Formation of the contract Division 2.5 Conditions and warranties Section 18 page 8 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (c) there is an implied warranty that the goods shall be free from any charge or encumbrance in favour of a third party who is not declared or known to the buyer before or at the time when the contract is made. 18 Sale by description (1) If there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description. (2) 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. 19 Implied conditions as to quality and fitness (1) Subject to subsection (2), if 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 that it is in the course of the seller’s business to supply (whether the seller is a manufacturer or not), there is an implied condition that the goods shall be reasonably fit for that purpose. (2) For a contract for the sale of a specified article under a trade name, there is no implied condition as to its fitness for a particular purpose. (3) If goods are bought by description from a seller who deals in goods of that description (whether the seller is a manufacturer or not), there is an implied condition that the goods shall be of merchantable quality but if the buyer has examined the goods there is no implied condition as to defects that the examination ought to have revealed. (4) An implied warranty or condition as to quality or fitness for a particular purpose may be annexed by the usage of trade. (5) An express warranty or condition does not negative a warranty or condition implied by this Act unless inconsistent with it.

Formation of the contract Part 2 Sale by sample Division 2.6 Section 20 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 9 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Division 2.6 Sale by sample 20 Sale by sample (1) A contract of sale is a contract for sale by sample if there is a term of the contract express or implied to that effect. (2) For a contract for sale by sample, there is an implied condition— (a) that the bulk shall correspond with the sample in quality; and (b) that the buyer shall have a reasonable opportunity of comparing the bulk with the sample; and (c) that the goods shall be free from any defect rendering them unmerchantable that would not be apparent on reasonable examination of the sample.

Part 3 Effects of the contract Division 3.1 Transfer of property between seller and buyer Section 21 page 10 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 3 Effects of the contract Division 3.1 Transfer of property between seller and buyer 21 Goods must be ascertained If 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. 22 Property passes if intended to pass (1) If there is a contract for the sale of specific or ascertained goods, the property in them is transferred to the buyer at the time that the parties to the contract intend it to be transferred. (2) For the purpose of ascertaining the intention of the parties, regard shall be had to the terms of the contract, the conduct of the parties and the circumstances of the case. 23 Rules for ascertaining intention (1) Unless a different intention appears from the terms of the contract, the intention of the parties as to the time when the property in the goods is to pass to the buyer is ascertained in accordance with subsections (2) to (8). (2) If 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 that the time of payment or the time of delivery, or both, are postponed. (3) If 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 in a deliverable state, the property does not pass until the thing is done and the buyer has notice of its having been done.

Effects of the contract Part 3 Transfer of property between seller and buyer Division 3.1 Section 23 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 11 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (4) If 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 the act or thing is done and the buyer has notice of its having been done. (5) If goods are delivered to the buyer ‘on approval’, ‘on sale or return’ or on other similar terms, the property in the goods passes to the buyer— (a) when the buyer signifies their approval or acceptance to the seller or does some other act adopting the transaction; or (b) if the buyer does not signify their approval or acceptance to the seller but retains the goods without giving notice of rejection— (i) if a time has been fixed for the return of the goods—at the end of that time; and (ii) if no time has been fixed—at the end of a reasonable time. (6) If 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. (7) The assent referred to in subsection (6) may be express or implied and may be given either before or after the appropriation is made. (8) For subsection (6), if, under 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.

Part 3 Effects of the contract Division 3.1 Transfer of property between seller and buyer Section 24 page 12 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 24 Reservation of right of disposal (1) If there is a contract for the sale of specific goods, or if goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right of the disposal of the goods until certain conditions are fulfilled. (2) In such a 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. (3) If 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. (4) If 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. 25 Risk prima facie passes with property (1) Subject to subsection (2), unless a different intention appears from the terms of the contract, the goods remain at the seller’s risk until the property in the goods is transferred to the buyer but when the property in the goods is transferred to the buyer the goods are at the buyer’s risk whether delivery has been made or not. (2) If delivery has been delayed through the fault of either buyer or seller, the goods are at the risk of the party in fault so far as any loss that might not have occurred apart from that fault is concerned. (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.

Effects of the contract Part 3 Transfer of title Division 3.2 Section 26 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 13 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Division 3.2 Transfer of title 26 Sale by person not the owner (1) Subject to this Act, if goods are sold by a person who is not the owner of them and does not sell them under the authority or with the consent of the owner, the buyer does not acquire a 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. (2) Nothing in this Act affects— (a) the provisions of the Mercantile Law Act 1962 or the Registration of Interests in Goods Act 1990; or (b) the validity of a contract of sale under a special common law or statutory power of sale or under the order of a court of competent jurisdiction. 27 Resale under voidable title If the seller of goods has a voidable title to them but the seller’s title has not been avoided at the time of the sale, the buyer acquires a good title to the goods provided the buyer buys them honestly and without the notice of the seller’s defect of title. 28 Revesting of property in stolen goods on conviction of offender (1) If goods have been stolen and the offender is prosecuted to conviction, the property in the goods revests in the person who was the owner of the goods, or in the person’s personal representative, notwithstanding any intermediate dealing with them. (2) Notwithstanding any other law to the contrary, if goods have been obtained by fraud or other wrongful means not amounting to larceny, the property in the goods does not revest in the person who was the owner of the goods or in the person’s personal representative only because of the conviction of the offender.

Part 3 Effects of the contract Division 3.2 Transfer of title Section 29 page 14 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 29 Seller or buyer in possession after sale (1) If a person who has 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 a sale, pledge or other disposition to a person receiving the goods or documents of title honestly and without notice of the previous sale has the same effect as if the person making delivery or transfer were expressly authorised by the owner of the goods to make the delivery or transfer. (2) If a person who has bought, or agreed to buy, goods obtains, with the consent of the seller, 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 a sale, pledge or other disposition of the goods or documents of title to a person receiving the goods or documents honestly 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. 30 Effects of writs of execution (1) Subject to subsection (2), a 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. (2) It is the duty of the sheriff, without fee, on the receipt of the writ, to endorse on the back of the writ the hour, day, month and year when the sheriff receives it. (3) A writ of execution against goods does not prejudice the title to the goods acquired by a person honestly and for valuable consideration unless that person had, at the time when the person acquired the person’s title, notice that the writ, or any other writ under 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.

Performance of the contract Part 4 Section 31 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 15 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 4 Performance of the contract 31 Duties of seller and buyer It 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. 32 Payment and delivery are concurrent conditions Unless 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. 33 Rules as to delivery (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. (2) Apart from the contract, the place of delivery is the seller’s place of business, if the seller has one, or, if not, the seller’s residence, but if the contract is for the sale of specific goods that, to the knowledge of the parties when the contract is made, are in some other place, then that place is the place of delivery. (3) If, 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. (4) If 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 the third person acknowledges to the buyer that the third person holds the goods on behalf of the buyer.

Part 4 Performance of the contract Section 34 page 16 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (5) Demand or tender of delivery may be treated as ineffectual unless made at a reasonable hour. (6) Unless otherwise agreed, the expenses of and incidental to putting the goods into a deliverable state must be borne by the seller. (7) This section does not affect the operation of the issue or transfer of a document of title to goods. 34 Delivery of wrong quantity (1) If the seller delivers to the buyer a quantity of goods less than the seller contracted to sell, the buyer may reject them. (2) If the buyer accepts the goods so delivered the buyer must pay for them at the contract rate. (3) If 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. (4) If the buyer accepts the whole of the goods so delivered, the buyer must pay for them at the contract rate. (5) If the seller delivers to the buyer the goods the seller contracted to sell mixed with goods of a different description or quality not included in the contract, the buyer may accept the goods that are in accordance with the contract and reject the rest or the buyer may reject the whole. (6) The provisions of this section are subject to any usage of trade, special agreement or course of dealing between the parties. 35 Instalment deliveries (1) Unless otherwise agreed, the buyer of goods is not bound to accept delivery of them by instalments.

Performance of the contract Part 4 Section 36 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 17 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (2) If there is a contract for the sale of goods to be delivered by stated instalments that 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 is a severable breach giving rise to a claim for compensation but not to a right to treat the whole contract as repudiated. 36 Delivery to carrier (1) If, under the contract of sale, the seller is authorised or required to send the goods to the buyer, delivery of the goods to a carrier, whether known 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. (2) Unless otherwise authorised by the buyer, the seller must make a contract with the carrier on behalf of the buyer that is reasonable, having regard to the nature of the goods and the other circumstances of the case. (3) If the seller omits to do so 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 or may hold the seller responsible in damages. (4) Unless otherwise agreed, if goods are sent by the seller to the buyer by a route involving sea transit, the seller must give notice to the buyer that will enable the buyer to insure the goods during their sea transit and, if the seller fails to do so, the goods shall be deemed to be at the seller’s risk during the sea transit.

Part 4 Performance of the contract Section 37 page 18 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 37 Risk if goods are delivered at distant place If 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. 38 Buyer’s right of examining the goods (1) If goods that the buyer has not previously examined are delivered to the buyer, 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. (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. 39 Acceptance Subject to section 38, the buyer is deemed to have accepted the goods when— (a) the buyer intimates to the seller that the buyer has accepted them; or (b) the goods have been delivered to the buyer and the buyer does an act in relation to them that is inconsistent with the ownership of the seller; or (c) after the lapse of a reasonable time, the buyer retains the goods without intimating to the seller that the buyer has rejected them.

Performance of the contract Part 4 Section 40 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 19 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 40 Buyer not bound to return rejected goods Unless otherwise agreed, if goods are delivered to the buyer and, having the right to refuse to accept them, the buyer refuses to accept them, the buyer is not bound to return the goods to the seller and it is sufficient if the buyer intimates to the seller that the buyer refuses to accept the goods. 41 Liability of buyer for neglecting or refusing delivery of goods (1) If 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 the 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. (2) This section does not affect the rights of the seller if neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract.

Part 5 Rights of unpaid seller against the goods Division 5.1 General Section 42 page 20 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 5 Rights of unpaid seller against the goods Division 5.1 General 42 Unpaid seller defined (1) The seller of goods is deemed to be an unpaid seller within the meaning of this part— (a) when the whole of the price has not been paid or tendered; or (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 because of the dishonour of the instrument or otherwise. (2) In this part: seller includes a 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 paid, or is directly responsible for, the price. 43 Unpaid seller’s rights (1) Subject to this Act and to any other law, the unpaid seller of goods, as such, has by implication of law— (a) a lien on the goods for the price while the unpaid seller is in possession of them; and (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; and (c) a right of resale as provided by this Act. (2) Subsection (1) has effect notwithstanding that the property in the goods may have passed to the buyer.

Rights of unpaid seller against the goods Part 5 Unpaid seller’s lien Division 5.2 Section 44 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 21 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (3) If the property in the goods has not passed to the buyer, the unpaid seller has, in addition to their other remedies, a right of withholding delivery similar to and coextensive with their rights of lien and stoppage in transitu if the property has passed to the buyer. Division 5.2 Unpaid seller’s lien 44 Seller’s lien (1) Subject to this Act, if— (a) goods have been sold without any stipulation as to credit; and (b) goods have been sold on credit but the term has ended; and (c) the buyer of goods becomes insolvent; the unpaid seller of the goods, if the unpaid seller is in possession of them, is entitled to retain possession of them until payment or tender of the price. (2) The seller may exercise the seller’s right of lien notwithstanding that the seller is in possession of the goods as agent or bailee for the buyer. 45 Part delivery If an unpaid seller has made part delivery of the goods, the unpaid seller may exercise their right of lien on the remainder unless part delivery has been made under such circumstances as to show an agreement to waive the lien. 46 Termination of lien (1) The unpaid seller of goods loses their lien on the goods— (a) when the unpaid seller delivers the goods to a carrier or other bailee for the purpose of transmission to the buyer without reserving a right of disposal of the goods; or (b) when the buyer or the buyer’s agent lawfully obtains possession of the goods; or

Part 5 Rights of unpaid seller against the goods Division 5.3 Stoppage in transitu Section 47 page 22 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (c) by waiver of the lien. (2) The unpaid seller of goods who has a lien on the goods does not lose their lien only because the unpaid seller has obtained judgment for the price of the goods. Division 5.3 Stoppage in transitu 47 Right of stoppage in transitu Subject to 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 so long as they are in course of transit and may retain them until payment or tender of the price. 48 Duration of transit (1) Goods are deemed to be in course of transit from the time when they are delivered to a carrier by land, water or air, 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 the carrier or other bailee. (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. (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 the 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. (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 the goods back.

Rights of unpaid seller against the goods Part 5 Stoppage in transitu Division 5.3 Section 49 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 23 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (5) When the goods are delivered to a ship chartered by the buyer, it is a question depending on the circumstances of a particular case whether they are in possession of the master as a carrier or as agent of the buyer. (6) If 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. (7) If 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 the part delivery was made under such circumstances as to show an agreement to give up possession of the whole of the goods. 49 Method of effecting stoppage in transitu (1) The unpaid seller may exercise the unpaid seller’s 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. (2) The notice may be given either to the person in actual possession of the goods or to the person’s principal. (3) If the notice is given to the principal, the notice is not effectual unless it is 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. (4) If 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 redeliver the goods to, or according to the directions of, the seller. (5) The expenses of the redelivery must be borne by the seller.

Part 5 Rights of unpaid seller against the goods Division 5.4 Resale by buyer or seller Section 50 page 24 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Division 5.4 Resale by buyer or seller 50 Effect of sub-sale or pledge by buyer (1) Subject to this Act, an unpaid seller’s right of lien or stoppage in transitu is not affected by a sale or other disposition of the goods that the buyer may have made unless the seller has assented to it. (2) If a document of title to goods has been lawfully transferred to a person as buyer or owner of the goods and that person transfers the document to a person (the relevant transfer) who takes the document honestly and for valuable consideration, if the relevant transfer— (a) was by way of sale—the unpaid seller’s right of lien or stoppage in transitu is defeated; or (b) was by way of pledge or other disposition for value—the unpaid seller’s right of lien or stoppage in transitu can only be exercised subject to the rights of the transferee. 51 Sale not generally rescinded by lien or stoppage in transitu (1) Subject to this section, a contract of sale is not rescinded by a mere exercise by an unpaid seller of the unpaid seller’s right of lien or stoppage in transitu. (2) If an unpaid seller who has exercised the unpaid seller’s right of lien or stoppage in transitu resells the goods, the buyer acquires a good title to them as against the original buyer. (3) If the goods are of a perishable nature or 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 and recover from the original buyer damages for any loss occasioned by the original buyer’s breach of contract.

Rights of unpaid seller against the goods Part 5 Resale by buyer or seller Division 5.4 Section 51 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au (4) If 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 the seller may have for damages.

Part 6 Actions for breach of the contract Division 6.1 Remedies of seller Section 52 page 26 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 6 Actions for breach of the contract Division 6.1 Remedies of seller 52 Action for price (1) If, under a contract of sale, the property in the goods has passed to the buyer and the buyer wrongfully neglects 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. (2) If, 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 the 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. 53 Damages for nonacceptance (1) If 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 nonacceptance. (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. (3) If there is an available market for the goods, 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, at the time of the refusal to accept.

Actions for breach of the contract Part 6 Remedies of buyer Division 6.2 Section 54 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 27 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Division 6.2 Remedies of buyer 54 Damages for nondelivery (1) If 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 nondelivery. (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. (3) If there is an available market for the goods, 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, at the time of the refusal to deliver. 55 Specific performance (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, direct, by its judgment, that the contract shall be performed specifically, without giving the defendant the option of retaining the goods on payment of damages. (2) The judgment may be unconditional or on the terms and conditions as to damages, payment of the price or otherwise that the court thinks just. (3) The application by the plaintiff may be made at any time before judgment.

Part 6 Actions for breach of the contract Division 6.2 Remedies of buyer Section 56 page 28 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 56 Remedy for breach of warranty (1) If there is a breach of warranty by the seller, or if 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, only because of that breach, entitled to reject the goods but may— (a) set up against the seller the breach of warranty in diminution or extinction of the price; or (b) maintain an action against the seller for damages for the breach of warranty. (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. (3) For breach of warranty of quality, the loss is prima facie the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty. (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. 57 Interest and special damages This Act does not affect the right of the buyer or of the seller to recover interest or special damages in any case where by law interest or special damages are recoverable or to recover money paid if the consideration for the payment has failed.

Miscellaneous Part 7 Section 59 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 29 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Part 7 Miscellaneous 59 Rights etc enforceable by action Rights, duties and liabilities declared by this Act may, unless otherwise provided by this Act, be enforced by action. 60 Auction sales (1) This section applies in respect of sales by auction. (2) If goods are put up for sale in lots, each lot is prima facie to be the subject of a separate contract of sale. (3) The sale is complete when the auctioneer announces its completion by the fall of the hammer or in other customary way. (4) Until the announcement is made any bidder may retract their bid. (5) A right to bid may be reserved expressly by or on behalf of the seller. (6) If 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. (7) If a sale is not notified to be subject to a right to bid on behalf of the seller, it is not lawful— (a) for the seller to bid; or (b) for the seller to employ a person to bid; or (c) for the auctioneer knowingly to take a bid from the seller or any such person. (8) The buyer may treat as fraudulent a sale that contravenes the provisions of subsection (7). (9) A sale may be notified to be subject to a reserved or upset price.

Part 7 Miscellaneous Section 61 page 30 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 61 Draft allowance on wool Any term, express or implied, in a contract of sale of wool providing that, in computing the price of the wool, a deduction of the kind commonly known as a draft allowance is to be made from the weight of the wool is void. 62 Savings (1) The rules of the common law, including the law merchant, except so far as they are inconsistent with this Act, and in particular the rules relating to the law of principal and agent and the effect of fraud, misrepresentation, duress, coercion, mistake or other invalidating cause continue to apply to contracts for the sale of goods. (2) Nothing in this Act affects, or shall be deemed at any time to have affected, any remedy in equity of the buyer or the seller in respect of a misrepresentation. (3) This Act does not affect the law relating to bills of sale. (4) The provisions of this Act relating to contracts of sale do not apply to a transaction in the form of a contract of sale that is intended to operate by way of mortgage, pledge, charge or other security.

Dictionary R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 31 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Dictionary (see s 2) Note 1 The Legislation Act contains definitions and other provisions relevant to this Act. Note 2 For example, the Legislation Act, dict, pt 1, defines the following terms: • document • under • writing. 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, in relation to goods, includes— (a) bill of lading, dock warrant, warehouse keeper’s certificate, wharfinger’s certificate and warrant or order for the delivery of the goods; and (b) any other document used in the ordinary course of business as proof of the possession or control of the goods or authorising or purporting to authorise, either by endorsement or delivery, the possessor of the document to transfer or receive the goods it represents. fault means wrongful act or default. future goods means goods that are 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, industrial growing crops, and things attached to or forming part of the land, that are to be severed before sale or under the contract of sale.

Dictionary page 32 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au mercantile agent means a mercantile agent having in the customary course of their business as a mercantile agent authority either to sell goods or to consign goods for the purpose of sale, or to buy goods or to raise money on the security. plaintiff includes a defendant counterclaiming. property means the general property in goods and not merely a special property. quality, in relation to goods, includes a state or condition of the goods. sale includes a bargain and sale as well as a sale and delivery. seller means a person who sells or agrees to sell goods. sheriff includes any officer charged with the enforcement of a writ of execution. specific goods means goods identified and agreed on at the time a contract of sale is made. warranty means an agreement with reference to goods that are the subject of a contract of sale, but collateral to the main purpose of the contract, 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.

Endnotes About the endnotes 1 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 33 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Endnotes 1 About the endnotes Amending and modifying laws are annotated in the legislation history and the amendment history. Current modifications are not included in the republished law but are set out in the endnotes. Not all editorial amendments made under the Legislation Act 2001, part 11.3 are annotated in the amendment history. Full details of any amendments can be obtained from the Parliamentary Counsel’s Office. Uncommenced amending laws are not included in the republished law. The details of these laws are underlined in the legislation history. Uncommenced expiries are underlined in the legislation history and amendment history. If all the provisions of the law have been renumbered, a table of renumbered provisions gives details of previous and current numbering. The endnotes also include a table of earlier republications. 2 Abbreviation key A = Act NI = Notifiable instrument AF = Approved form o = order am = amended om = omitted/repealed amdt = amendment ord = ordinance AR = Assembly resolution orig = original ch = chapter par = paragraph/subparagraph CN = Commencement notice pres = present def = definition prev = previous DI = Disallowable instrument (prev...) = previously dict = dictionary pt = part disallowed = disallowed by the Legislative r = rule/subrule Assembly reloc = relocated div = division renum = renumbered exp = expires/expired R[X] = Republication No Gaz = gazette RI = reissue hdg = heading s = section/subsection IA = Interpretation Act 1967 sch = schedule ins = inserted/added sdiv = subdivision LA = Legislation Act 2001 SL = Subordinate law LR = legislation register sub = substituted LRA = Legislation (Republication) Act 1996 underlining = whole or part not commenced mod = modified/modification or to be expired

Endnotes 3 Legislation history page 34 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 3 Legislation history This Act was originally a Commonwealth ordinance—the Sale of Goods Ordinance 1954 No 15 (Cwlth). The Australian Capital Territory (Self-Government) Act 1988 (Cwlth), s 34 (4) converted most former Commonwealth ordinances in force in the ACT into ACT enactments. This allowed the ACT Legislative Assembly to amend and repeal the laws. This Act was converted into an ACT enactment on 11 May 1989 (self- government day). As with most ordinances in force in the ACT, the name was changed from Ordinance to Act by the Self-Government (Citation of Laws) Act 1989 A1989-21, s 5 on 11 May 1989 (self-government day). Before 11 May 1989, ordinances commenced on their notification day unless otherwise stated (see Seat of Government (Administration) Act 1910 (Cwlth), s 12). Legislation before becoming Territory enactment Sale of Goods Act 1954 A1954-15 notified 12 August 1954 commenced 1 October 1954 (s 2) as amended by Sale of Goods Ordinance 1967 Ord1967-25 notified 27 July 1967 commenced 1 August 1967 (s 2) Sale of Goods Ordinance 1975 Ord1975-39 notified 31 October 1975 commenced 31 October 1975 Ordinances Revision Ordinance 1977 Ord1977-65 sch 2 notified 22 December 1977 commenced 22 December 1977 Legislation after becoming Territory enactment Registration of Interests in Goods (Consequential Amendments) Act 1990 A1990-20 s 4 notified 21 June 1990 (Gaz 1990 S30) commenced 30 June 1990 (s 2 and see Gaz 1990 No S46)

Endnotes Legislation history 3 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 35 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Magistrates Court (Enforcement of Judgments) Act 1994 A1994-61 pt 7 div 5 notified 11 October 1994 (Gaz 1994 No S197) s 1, s 2 commenced 11 October 1994 (s 2 (1)) pt 7 div 5 commenced 10 April 1995 (s 2 (2) and Gaz 1995 No S75) Legislation (Consequential Amendments) Act 2001 A2001-44 pt 353 notified 26 July 2001 (Gaz 2001 No 30) s 1, s 2 commenced 26 July 2001 (IA s 10B) pt 353 commenced 12 September 2001 (s 2 and see Gaz 2001 No S65) Fair Trading Legislation Amendment Act 2001 A2001-77 pt 5 notified LR 14 September 2001 s 1, s 2 commenced 14 September 2001 (LA s 75) pt 5 commenced 14 March 2002 (s 2 and LA s 79) Statute Law Amendment Act 2005 (No 2) A2005-62 sch 3 pt 3.19 notified LR 21 December 2005 s 1, s 2 commenced 21 December 2005 (LA s 75 (1)) sch 3 pt 3.19 commenced 11 January 2006 (s 2 (1)) Statute Law Amendment Act 2025 A2025-29 sch 3 pt 3.83 notified LR 6 November 2025 s 1, s 2 commenced 6 November 2025 (LA s 75 (1)) sch 3 pt 3.83 commenced 26 November 2025 (s 2 (3))

Endnotes 4 Amendment history page 36 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 4 Amendment history Name of Act s 1 sub A2005-62 amdt 3.171 Dictionary s 2 om A2001-44 amdt 1.3835 ins A2005-62 amdt 3.171 Notes s 3 om Ord1977-65 sch 2 ins A2005-62 amdt 3.171 Key concepts s 4 om A2001-44 amdt 1.3835 ins A2005-62 amdt 3.171 Interpretation for Act s 5 defs reloc to dict A2005-62 amdt 3.172 om A2005-62 amdt 3.173 Contract of sale div 2.1 hdg (prev pt 2 div 1 hdg) renum R3 LA Sale and agreement to sell s 6 ss renum R3 LA Capacity to buy and sell s 7 am A2025-29 amdt 3.298, amdt 3.299 Formalities of contract div 2.2 hdg (prev pt 2 div 2 hdg) renum R3 LA Subject matter of contract div 2.3 hdg (prev pt 2 div 3 hdg) renum R3 LA Contracts for sale of 10 pounds and upwards s 9 am Ord1967-25 s 3 om Ord1975-39 s 2 The price div 2.4 hdg (prev pt 2 div 4 hdg) renum R3 LA Conditions and warranties div 2.5 hdg (prev pt 2 div 5 hdg) renum R3 LA When condition to be treated as warranty s 16 am Ord1975-39 s 3; A2001-77 s 23; ss renum R3 LA (see A2001-77 s 24) Implied conditions as to quality and fitness s 19 am A2001-77 s 25; ss renum R3 LA (see A2001-77 s 26)

Endnotes Amendment history 4 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 37 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Sale by sample div 2.6 hdg (prev pt 2 div 6 hdg) renum R3 LA Transfer of property between seller and buyer div 3.1 hdg (prev pt 3 div 1 hdg) renum R3 LA Rules for ascertaining intention s 23 am A2025-29 amdt 3.300 Transfer of title div 3.2 hdg (prev pt 3 div 2 hdg) renum R3 LA Sale by person not the owner s 26 am A1990-20 s 4 Resale under voidable title s 27 am A2005-62 amdt 3.174 Seller or buyer in possession after sale s 29 am A2005-62 amdt 3.174 Effects of writs of execution s 30 am A1994-61 s 82; A2005-62 amdt 3.174 Delivery of wrong quantity s 34 ss renum R3 LA Delivery to carrier s 36 ss renum R3 LA am A2025-29 amdt 3.301 Acceptance s 39 am Ord1975-39 s 4 General div 5.1 hdg (prev pt 5 div 1 hdg) renum R3 LA Unpaid seller defined s 42 am A2025-29 amdt 3.302 Unpaid seller’s rights s 43 am A2025-29 amdt 3.303 Unpaid seller’s lien div 5.2 hdg (prev pt 5 div 2 hdg) renum R3 LA Part delivery s 45 am A2025-29 amdt 3.303 Termination of lien s 46 am A2025-29 amdt 3.303 Stoppage in transitu div 5.3 hdg (prev pt 5 div 3 hdg) renum R3 LA

Endnotes 4 Amendment history page 38 Sale of Goods Act 1954 Effective: 26/11/25 R5 26/11/25 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au Resale by buyer or seller div 5.4 hdg (prev pt 5 div 4 hdg) renum R3 LA Effect of sub-sale or pledge by buyer s 50 am A2005-62 amdt 3.174; A2025-29 amdt 3.304, amdt 3.305 Remedies of seller div 6.1 hdg (prev pt 6 div 1 hdg) renum R3 LA Remedies of buyer div 6.2 hdg (prev pt 6 div 2 hdg) renum R3 LA Exclusion of implied terms and conditions s 58 om A2001-77 s 27 Auction sales s 60 am A2025-29 amdt 3.306, amdt 3.307 Savings s 62 am Ord1975-39 s 5; ss renum R3 LA Dictionary dict ins A2005-62 amdt 3.175 def action reloc from s 5 A2005-62 amdt 3.172 def buyer reloc from s 5 A2005-62 amdt 3.172 def contract of sale reloc from s 5 A2005-62 amdt 3.172 def delivery reloc from s 5 A2005-62 amdt 3.172 def document of title reloc from s 5 A2005-62 amdt 3.172 def fault reloc from s 5 A2005-62 amdt 3.172 def future goods reloc from s 5 A2005-62 amdt 3.172 def goods reloc from s 5 A2005-62 amdt 3.172 def mercantile agent reloc from s 5 A2005-62 amdt 3.172 am A2025-29 amdt 3.308 def plaintiff reloc from s 5 A2005-62 amdt 3.172 def property reloc from s 5 A2005-62 amdt 3.172 def quality reloc from s 5 A2005-62 amdt 3.172 def sale reloc from s 5 A2005-62 amdt 3.172 def seller reloc from s 5 A2005-62 amdt 3.172 def sheriff am A1994-61 s 81 reloc from s 5 A2005-62 amdt 3.172 def specific goods reloc from s 5 A2005-62 amdt 3.172 def warranty reloc from s 5 A2005-62 amdt 3.172

Endnotes Earlier republications 5 R5 26/11/25 Sale of Goods Act 1954 Effective: 26/11/25 page 39 Authorised by the ACT Parliamentary Counsel—also accessible at www.legislation.act.gov.au 5 Earlier republications Some earlier republications were not numbered. The number in column 1 refers to the publication order. Since 12 September 2001 every authorised republication has been published in electronic pdf format on the ACT legislation register. A selection of authorised republications have also been published in printed format. These republications are marked with an asterisk (*) in column 1. Electronic and printed versions of an authorised republication are identical. Republication No Amendments to Republication date 1 A1990-20 31 October 1991 2 A1994-61 10 April 1995 3 A2001-77 9 April 2002 4 A2005-62 11 January 2006 © Australian Capital Territory 2025

Contract of sale: The central legal relationship is a contract of sale, defined as a contract by which the seller transfers or agrees to transfer property in goods to the buyer for money consideration called the price (s 6(1)). The Act recognises both sales and agreements to sell depending on whether the property transfers immediately (sale) or in the future or subject to a condition (agreement to sell), s 6(3)-(6). A contract may be absolute or conditional (s 6(3)).

Goods and types: The dictionary defines “goods” to include all chattels personal except money and choses in action, and extends to emblements, growing crops and things attached to or part of land that are to be severed before sale (dictionary). Goods may be specific (identified and agreed on at contract formation, dictionary), unascertained (s 21), or future goods (goods to be manufactured or acquired by the seller after the contract, s 10 and dictionary). The requirement that goods be ascertained for property to pass is explicit (s 21).

Property and risk: Property means the general property in goods, not merely a special interest (dictionary, “property”). The Act sets the default rule that risk prima facie passes with property; when property in the goods transfers to the buyer the goods are at the buyer’s risk whether delivery has been made or not (s 25(1)). Exceptions for loss caused by the party at fault are included (s 25(2)). The rules governing whether property has passed focus on the parties’ intention, to be ascertained from contract terms, conduct and circumstances (s 22 and s 23), with specific rules for deliverable state, goods delivered on approval or sale or return, appropriations, and acts required to put goods into a deliverable state (s 23(2)-(8)).

Price and valuation: The price may be fixed by the contract, left to be fixed in a way agreed by the contract, or determined by course of dealing; otherwise a reasonable price is payable (s 13). If the price is to be fixed by a third party valuation and that valuation is not made, the agreement is avoided except where part delivery and appropriation to the buyer has occurred, in which case a reasonable price is payable (s 14).

Conditions and warranties: The Act distinguishes conditions, breach of which may allow rejection and repudiation, from warranties, breach of which gives rise only to damages (s 16). The Act includes implied conditions and warranties absent a different intention: an implied condition as to seller’s title and implied warranties of quiet possession and freedom from undisclosed encumbrances (s 17), an implied condition that goods by description correspond with that description (s 18), and implied conditions as to fitness for purpose and merchantable quality when particular facts obtain (s 19).

Sale by sample and description: Where sale by sample applies, implied conditions require that bulk correspond with the sample, that the buyer have a reasonable opportunity to compare bulk with sample, and that defects not apparent on reasonable examination of the sample are not present (s 20). If sale is by description, there is an implied condition of correspondence with the description (s 18).

Delivery and carriers: The Act sets default delivery rules, including that the place of delivery is the seller’s place of business unless the parties know goods are elsewhere (s 33(2)), that delivery and payment are concurrent unless agreed otherwise (s 32), and that delivery to a carrier for transmission to the buyer is prima facie deemed delivery to the buyer (s 36(1)). Where sea transit is involved, the seller must give notice enabling the buyer to insure or the seller remains at risk for sea transit (s 36(4)).

Unpaid seller remedies: The notion of “unpaid seller” is statutory and covers situations where the whole price has not been paid or where negotiable instruments received as conditional payment are dishonoured (s 42). An unpaid seller has a lien while in possession, a right to stop goods in transitu if the buyer becomes insolvent, and a right of resale as provided (s 43). The Act defines when lien is lost (s 46) and prescribes how stoppage in transitu can be effected (s 49).

Remedies and enforcement: The Act gives the seller and buyer civil remedies against each other for breach. The seller may sue for the price where property has passed and the buyer wrongfully neglects to pay (s 52) and may claim damages for nonacceptance (s 53). The buyer can claim damages for nondelivery (s 54), seek specific performance in a suitable case (s 55), and claim damages for breach of warranty (s 56). Rights in the Act are enforceable by action (s 59).

Interaction with other law: The Act preserves common law rules unless inconsistent, keeps remedies in equity intact for misrepresentation (s 62(1)-(2)), and expressly saves other statutes such as the Mercantile Law Act 1962 and the Registration of Interests in Goods Act 1990 (s 26(2)). The dictionary also cross‑references the Legislation Act for general definitions.

Primary contractual parties: The Act primarily affects sellers and buyers. “Seller” and “buyer” are defined in the dictionary as persons who sell or agree to sell, and who buy or agree to buy goods respectively. The Act imposes duties on sellers (to deliver, s 31) and corresponding duties on buyers (to accept and pay, s 31). Supply chains will be shaped by how parties choose to contract within the Act’s default rules.

Unpaid sellers and insolvent buyers: The Act creates specific rights for unpaid sellers (s 42 and s 43), and it interacts with buyer insolvency by giving unpaid sellers the right to stop goods in transit when the buyer becomes insolvent (s 47). Therefore sellers extending credit must consider insolvency risk, and buyers in financial distress may lose goods in transit to sellers exercising statutory rights.

Carriers, bailees and mercantile agents: Persons handling goods in transit are directly implicated. Delivery to a carrier is prima facie delivery to the buyer (s 36(1)), but the seller must make a reasonable contract with the carrier on the buyer’s behalf unless the buyer authorises otherwise (s 36(2)). The carrier or bailee’s conduct determines when transit is at an end for the purpose of stoppage rights (s 48). The dictionary’s definition of mercantile agent shows that agents with authority to sell, consign, buy or raise money on goods fit into the Act’s allocation of possession-based liabilities.

Auctioneers and bidders: Auction sales get their own section. Auctioneers, sellers at auction and bidders are regulated on points such as when a lot constitutes a separate contract (s 60(2)), when a sale is complete (s 60(3)), and the prohibition on undisclosed seller bidding unless the sale is notified to be subject to a right to bid (s 60(7)). Auction participants must know that a buyer may treat an undisclosed seller bid as fraudulent (s 60(8)).

Third-party transferees and holders of documents of title: The Act recognises the role of documents of title such as bills of lading, warehouse certificates and similar instruments (dictionary, “document of title”). Transfers of such documents can affect unpaid seller rights under s 50, so transferees who take documents honestly and for valuable consideration may defeat a seller’s lien in certain cases (s 50(2)(a)).

Sheriff and enforcement officers: Writs of execution against goods bind property from the time they are delivered to the sheriff, and the sheriff is under a duty, without fee, to endorse receipt times (s 30(1)-(2)). The Act therefore interacts with enforcement officers who will affect third-party purchasers who acquire goods in the hands of an execution debtor, subject to the protection for honest purchasers for value (s 30(3)).

Special interest stakeholders: The Act contains a sector-specific rule invalidating draft allowance clauses in wool contracts (s 61). That provision directly affects wool sellers and buyers and any market participants using draft deductions in pricing arrangements.

Legal practitioners, courts and insurers: The Act explicitly preserves equitable remedies and common law doctrines (s 62), so litigators and equity practitioners will remain engaged. Insurers are implicated where sea transit is involved and where the seller or buyer bears risk for transit; the seller’s obligation to give notice enabling the buyer to insure during sea transit (s 36(4)) is an operational hook that affects who will realistically obtain insurance cover.

Regulatory and interpretive bodies: The Legislation Act cross‑references in the republished law, the dictionary’s incorporation of Legislation Act definitions, and the notes about editorial changes imply that parliamentary counsel and regulatory drafters are consequential actors. Amendments recorded in the endnotes indicate legislative control and potential future changes.

Who pays and who decides: The Act assigns payment obligations to buyers (s 31, s 32), but also places costs for putting goods into a deliverable state on sellers unless the parties agree otherwise (s 33(6)). The parties largely decide many allocations by contract; where they do not, the Act’s default rules will determine who pays, who bears risk and who has rights to goods or remedies (see s 13 on price, s 23 on passing of property, s 25 on risk).

Duties of seller and buyer: The Act makes it the seller’s duty to deliver goods and the buyer’s duty to accept and pay in accordance with the contract (s 31). Delivery and payment are concurrent conditions unless the parties agree otherwise; that is, each party must be ready and willing to exchange possession for price (s 32). The seller normally bears expenses of putting goods into a deliverable state unless the contract provides otherwise (s 33(6)).

Delivery obligations and place: Whether the buyer must take possession or the seller must send goods depends on the contract (s 33(1)). Absent contract terms, place of delivery is the seller’s place of business or residence if the seller has no business (s 33(2)). If the seller is bound to send goods but time for sending is not fixed, the seller must send within a reasonable time (s 33(3)). If the goods are in a third person’s possession, no delivery to the buyer occurs until that third person acknowledges holding the goods on behalf of the buyer (s 33(4)).

Delivery to carrier and sea transit: Delivery to a carrier for transmission to the buyer is prima facie delivery to the buyer (s 36(1)). The seller must, unless authorised by the buyer, make a reasonable contract with the carrier on the buyer’s behalf (s 36(2)). If the seller fails to arrange proper carriage and the goods are lost in transit, the buyer may treat delivery to the carrier as ineffectual or hold the seller liable in damages (s 36(3)). For sea transit, if the seller fails to give notice enabling the buyer to insure, the seller remains at risk for sea transit (s 36(4)).

Implied title and quiet possession: Unless the contract circumstances indicate a different intention, the Act implies a condition that the seller has a right to sell (s 17(a)), and implied warranties that the buyer will enjoy quiet possession and that the goods will be free from undisclosed charges or encumbrances (s 17(b)-(c)). These implied assurances operate unless a contrary intention is shown.

Implied quality and fitness: If the buyer makes known to the seller the particular purpose for the goods and relies on the seller’s skill, and the goods are of a description it is in the seller’s business to supply, there is an implied condition that goods will be reasonably fit for that purpose (s 19(1)). Goods bought by description from a seller who deals in goods of that description carry an implied condition of merchantable quality unless the buyer examined the goods and the examination would have revealed defects (s 19(3)). An express warranty will not negate an implied term unless inconsistent with it (s 19(5)).

Sale by description and sample: Where the contract is by description, goods must correspond with that description (s 18(1)). In sale by sample situations an implied condition requires the bulk to correspond with the sample in quality, that the buyer has a reasonable opportunity to compare, and that latent defects not discoverable on reasonable examination of the sample will not be present (s 20).

Acceptance and examination: A buyer who has not previously examined delivered goods is not deemed to have accepted them until given a reasonable opportunity to examine them for conformity with the contract (s 38(1)). The seller must on request afford the buyer such a reasonable opportunity (s 38(2)). The buyer is deemed to have accepted goods when they intimate acceptance, do an act inconsistent with seller ownership, or after a reasonable time retain goods without notice of rejection (s 39).

Unpaid seller rights: An unpaid seller is defined where whole price has not been paid or tendered, or where conditional instruments received as payment are dishonoured (s 42). As such, the unpaid seller has an implied lien while in possession (s 43(1)(a)), a right to stop goods in transit if the buyer becomes insolvent (s 43(1)(b) and s 47) and a right of resale as provided by the Act (s 43(1)(c)). The seller loses lien if they deliver goods to a carrier for transmission without reserving disposal rights, or if the buyer or buyer’s agent lawfully obtains possession, or by waiver (s 46(1)).

Resale and damages: The unpaid seller may resell per s 51 in certain circumstances, notably where goods are perishable or the seller gives notice of intention to resell and the buyer does not within a reasonable time pay or tender price; the seller may resell and recover damages from the original buyer for loss occasioned by breach (s 51(3)). If the seller expressly reserves a right of resale on buyer default and resells, the original contract is rescinded without prejudice to the seller’s damage claim (s 51(4)).

Remedies for breach: The seller may sue for the price where property has passed and the buyer wrongfully neglects to pay (s 52). The seller can claim damages for nonacceptance measured by the direct and natural loss flowing from the buyer’s breach, with a market-based measure if an available market exists (s 53). The buyer can claim damages for nondelivery similarly measured (s 54) and may seek specific performance for delivery of specific or ascertained goods where the court thinks fit (s 55). For breach of warranty the buyer cannot reject the goods but may set up the breach against the seller in diminution of price or sue for damages; damages are generally measured by the difference between value at delivery and value if goods had conformed (s 56).

Enforceability: Rights, duties and liabilities in the Act are, unless otherwise provided, enforceable by action (s 59). The Act also preserves equitable remedies and common law rights in areas such as misrepresentation (s 62(2)).

Civil enforcement and remedies: The Act primarily creates civil rights and remedies enforceable by action, explicitly stating that rights, duties and liabilities declared by the Act may be enforced by action unless otherwise provided (s 59). The primary remedial routes are contract actions for the price, damages for nonacceptance, damages for nondelivery, specific performance in appropriate cases, and damages for breach of warranty (s 52-s 56). The Act provides measures for the quantification of damages in the presence of an available market (s 53(3) and s 54(3)), which produces a prima facie market‑based method for calculating loss.

Enforcement through property procedures: The Act interacts with enforcement processes that affect property in goods. A writ of execution binds property in the goods of the debtor as from the time the writ is delivered to the sheriff (s 30(1)). The sheriff must, without fee, endorse receipt time on the writ (s 30(2)). Writs of execution do not prejudice titles acquired by a person honestly and for valuable consideration unless that person had notice of the writ when they acquired title (s 30(3)). Thus enforcement officers have procedural duties that affect third-party purchasers.

Unpaid seller remedies as enforcement tools: For unpaid sellers the Act supplies possessory remedies that operate outside of court process in many cases. The unpaid seller’s lien and right of stoppage in transitu are possessory and depend on actual possession or the seller’s ability to retake goods in transit (s 43-s 49). The unpaid seller may exercise resale rights under s 51 in circumstances such as perishability or after notice and reasonable delay. These remedies can be enforced commercially without immediate court intervention, but the seller remains liable to account for any damages or losses in subsequent litigation.

Auction-related enforcement and sanctions: Auction sales are regulated so that certain practices may be treated as fraudulent by a buyer. If a sale 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, to employ someone to bid, or for the auctioneer knowingly to take such bids (s 60(7)). The buyer may treat as fraudulent a sale that contravenes these provisions (s 60(8)). The Act does not specify criminal sanctions for these offences, but allows the buyer to treat the sale as fraudulent as a civil remedy.

Penalty units and offences: The republished law’s prefatory notes state that at the republication date the value of a penalty unit for an offence against this law is $160 for an individual and $810 for a corporation (prefatory notes under “Penalties”). That indicates the Act may attract penalty unit‑based fines where an offence is created by the Act or by other enactments that apply to it. However, the body of the Act itself primarily prescribes civil rights and remedies rather than identifying specific offences or statutory fines; enforcement thus mainly proceeds through civil actions, possessory remedies and the ordinary enforcement machinery such as writs of execution.

Preservation of other remedies: The Act expressly preserves the common law and equitable remedies except so far as inconsistent (s 62(1)-(2)). That means parties can pursue relief in equity (for example for misrepresentation) where available and not excluded by statute. The Act also does not affect laws relating to bills of sale or transactions operating by way of mortgage, pledge or other security (s 62(3)-(4)), which can be enforcement routes separate from the Act’s remedial scheme.

Practical enforcement considerations: Practitioners should note that a range of enforceable steps are built into the Act: the ability to withhold delivery or resell (s 43 and s 51), the power to stop goods in transit on buyer insolvency (s 47-s 49), and statutory presumptions about delivery to carriers (s 36(1)). These give sellers tools to protect unpaid price without immediate court proceedings, subject to statutory constraints such as the requirement to give notice to the carrier (s 49) and the seller’s liability for costs of redelivery (s 49(5)). Conversely, buyers have procedural protections in rights to examine goods (s 38) and to set off breach of warranty in diminution of price (s 56(1)(a)).

Preservation and interaction clauses: The Act contains several express saving provisions. It preserves the rules of the common law and the law merchant where not inconsistent with the Act (s 62(1)), expressly preserves equitable remedies (s 62(2)), and states that the Act does not affect the law relating to bills of sale (s 62(3)). The Act also excludes from its application transactions that are in form contracts of sale but intended to operate by way of mortgage, pledge, charge or other security (s 62(4)). These saving provisions mean that, unless the statute plainly displaces them, long‑standing doctrines and remedies remain available against the statutory defaults.

Cross-references to other statutes: Section 26(2) recognises that nothing in the Act affects the provisions of the Mercantile Law Act 1962 or the Registration of Interests in Goods Act 1990. Consequently, regimes that concern registration of security interests or other statutory property systems will operate in parallel to the Act. The dictionary also notes that the Legislation Act contains definitions and other provisions relevant to this Act, and the prefatory material about editorial amendments references the Legislation Act’s authorisation of editorial change. Those cross‑references mean that textual definitions and drafting conventions from other primary legislation may influence interpretation.

Insolvency and property regimes: The unpaid seller remedies in the Act interact with insolvency law. The right of stoppage in transitu is activated when the buyer becomes insolvent (s 47). The statutory definition of insolvency in s 4(c) mirrors a standards‑based approach based on inability to pay debts as they fall due. Although the Act creates possessory remedies, insolvency regimes operating through bankruptcy and corporate insolvency processes will have effects on priorities and the practical enforceability of rights. The Act does not purport to displace insolvency law; instead it sets possessory rules which will have to be reconciled with insolvency officers’ powers.

Bills of lading, documents of title and negotiable instruments: The Act’s dictionary definition of “document of title” encompasses bills of lading and similar instruments, and s 24(3) treats goods shipped under a bill of lading deliverable to the order of the seller as prima facie evidence of reservation of disposal rights. Section 50 directly addresses transfers of documents of title, protecting transferees who take documents honestly and for valuable consideration in certain circumstances but also making clear that transfers by way of sale may defeat unpaid seller’s lien under specified conditions (s 50(1)-(2)). Where negotiable instruments have been accepted as payment but dishonoured, the seller may still be an unpaid seller under s 42(1)(b), which intersects with banking and negotiable instrument law.

Writs of execution and enforcement: Section 30 interacts with enforcement law by providing that writs of execution bind property from receipt by the sheriff, and by protecting persons who acquire title honestly and for value unless they had notice of the writ (s 30(1)-(3)). That places the Act within the larger framework governing execution and enforcement against goods.

Common law and equitable remedies: Section 62 preserves the continued operation of common law and equitable remedies not inconsistent with the Act. The Act therefore interlocks with doctrines such as misrepresentation, duress, mistake and agency. The preface to the republication notes editorial changes made under the Legislation Act, which are formal drafting updates not intended to change legal effect, but they can affect interpretive clarity.

Sectoral and commodity-specific regulation: Section 61 voids clauses providing for draft allowance on wool. That is an example of the Act directly displacing contractual freedom for a sectoral commodity practice. Parties in the wool trade must comply with that prohibition, and any other statutory schemes relevant to agriculture or commodities may interact in the same way.

Legislative history and amendments: The endnotes and amendment history evidence that the Act has been amended repeatedly and converted from Commonwealth ordinance to ACT enactment with consequential amendments (endnotes 3 and 4). Those amendments can alter how the Act interacts with other laws; for instance, amendments relating to registration of interests or to auction sales are flagged in the amendment history (endnote 4). Practitioners should inspect the amendment history where statutory language has been relocated or altered.

Interpretive reference points in the Act: The Act instructs courts to ascertain parties’ intention by reference to the terms of the contract, the conduct of the parties and the circumstances of the case (s 22). That instruction points to an interpretive approach that will incorporate extrinsic matters. The Act’s saving of other laws and doctrines also invites courts to reconcile statutory defaults with external rules.

Origins and conversion to ACT law: The Act began life as the Commonwealth Sale of Goods Ordinance 1954 No 15, notified 12 August 1954 and commencing 1 October 1954 (endnote 3). Following self government, most former Commonwealth ordinances in the ACT were converted to ACT enactments by the Australian Capital Territory (Self-Government) Act 1988. This Sale of Goods Act was converted into an ACT enactment on 11 May 1989, and its name changed by the Self-Government (Citation of Laws) Act 1989 (endnote 3).

Major amendment milestones recorded in the republication: The legislation history recounts specific amendments and consequential legislation. Notable amendments include the Sale of Goods Ordinance 1967 (Ord1967‑25), the 1975 Ordinance (Ord1975‑39), the Registration of Interests in Goods (Consequential Amendments) Act 1990 (A1990‑20), the Magistrates Court (Enforcement of Judgments) Act 1994 (A1994‑61), the Legislation (Consequential Amendments) Act 2001 (A2001‑44), the Fair Trading Legislation Amendment Act 2001 (A2001‑77), the Statute Law Amendment Act 2005 (No 2) (A2005‑62), and most recently the Statute Law Amendment Act 2025 (A2025‑29) with specific amendments recorded as commencing 26 November 2025 in the republication endnotes (endnote 3).

Section-level amendment notes: The amendment history (endnote 4) provides section‑by‑section notes of changes. Examples include the relocation of certain interpretive definitions into the dictionary in 2005 (A2005‑62 amdt 3.172 and amdt 3.173), amendment of s 16 by Ord1975‑39 and A2001‑77, and amendments to s 19 by A2001‑77 (see endnote 4 for specific amendment references). The rules for ascertaining intention in s 23 were amended by A2025‑29 (endnote 4). The definition of “seller” and other dictionary entries were adjusted over time and relocated from s 5 to the dictionary by A2005‑62 (endnote 4).

Recent amendments: The most recent recorded amending law is the Statute Law Amendment Act 2025 (A2025‑29), notified 6 November 2025. The republication notes that s 1 and s 2 of that amending Act commenced 6 November 2025 and that schedule 3 part 3.83 of that amending Act commenced 26 November 2025. The amendment history lists numerous specific amendments tied to that Act, including amendments to s 7 (capacity to buy and sell), s 23 (rules for ascertaining intention), s 36 (delivery to carrier), and several unpaid seller provisions (s 42, s 43, s 45, s 46, s 50), and auction sale provisions (s 60), among others (endnote 4).

Editorial amendments: The republication explains that some changes are editorial in nature under the Legislation Act 2001 part 11.3. Those editorial changes are intended to align the text with current drafting practice and do not change the law’s substance. The republished law includes amendments made under part 11.3, and the prefatory notes explain the legal basis and effect of such editorial amendments.

Relocations and renumbering: The amendment history shows a pattern of relocating interpretive material and renumbering sections (for example, relocation of definitions to the dictionary and renumberings indicated by R3 LA in the amendment history). Practitioners should therefore be mindful that historical references to sections prior to certain amendment dates may use different numbering.

Consequential and technical amendments: Several amendments recorded are consequential, for example to the Magistrates Court enforcement provisions (A1994‑61) and to registration of interests in goods (A1990‑20). The amendment history records specific insertions, omissions and renumbering across several amendments (endnote 4).

How to read the amendment notes: The republication includes endnotes 3 and 4 which list the legislation history and amendment history in detail. These notes are part of the republication package and identify when amendments were notified and when they commenced. They also mark uncommenced provisions where applicable and note editorial changes made under the Legislation Act.

No cases are named in the text: The republication contains no reported judicial decisions or named authorities within the Act text or endnotes. The Act itself does not record litigation history. Therefore this republication does not provide statutory annotations showing how courts have interpreted its provisions.

How courts are likely to be engaged: The Act contains provisions that invite judicial determination of questions of construction, for example whether a stipulation is a condition or warranty (s 16), or the parties’ intention as to when property passes (s 22 and s 23). Those are classic fact‑driven inquiries for courts. The Act spells out factors to be considered, including contract terms, conduct and circumstances (s 22). These textual prompts mean disputes over the timing of property passing, allocation of risk, and whether a term is a condition or warranty will commonly go to court for factual determination where commercial parties disagree.

Areas likely to generate litigation: The Act sets up multiple contested areas where litigation frequently arises in practice. Examples grounded in the text include:

Passing of property and risk: disputes over whether property has passed under s 22-s 24 when goods are unascertained, delivered to carriers, or when a seller reserves disposal rights (s 23-s 24).
Implied terms: challenges to the scope of implied conditions and warranties under s 17-s 19, particularly fitness for purpose and merchantable quality, including whether the buyer examined the goods (s 19(3)).
Unpaid seller remedies: disputes over whether a seller validly exercised lien, stoppage in transitu or resale rights and whether those actions were lost by delivery to a carrier without reservation (s 44-s 51).
Delivery and carriage obligations: litigation over the reasonableness of seller’s contracting with carriers on the buyer’s behalf and the effect of failure to give notice for sea transit insurance (s 36(2)-(4)).
Auction disputes: whether undisclosed bidding occurred in breach of s 60(7) and whether the buyer may treat a sale as fraudulent under s 60(8).

No statutory compilation of cases: Unlike some annotated statutes this republication does not include a compilation of case law or judicial interpretations. For litigation history or precedent analyses practitioners must consult case law databases and decisions interpreting the Sale of Goods Act in the ACT and in relevant comparable jurisdictions, mindful to limit reliance to the text and to characterise such materials as extrinsic to the statutory text.

Judicially developed doctrines remain available: The Act expressly saves the common law where not inconsistent (s 62). That means judicially developed doctrines in areas such as agency, misrepresentation, mistake and duress are available as complementary or supplementary law, which will inform litigation outcomes even though the Act itself does not list cases.

Practical point for litigators: The Act’s measurements for damages where an available market exists (s 53(3) and s 54(3)) provide prima facie rules for quantification, but courts retain discretion to apply a fact‑based assessment of loss and to consider interest and special damages as recoverable where law permits (s 57). Specific performance remains an equitable remedy consonant with judicial discretion (s 55). Plaintiffs should frame remedies mindful of these statutory pointers to relief and measurement.

Void contracts where goods perished unknowingly: If a contract is for the sale of specific goods and those goods had perished without the seller’s knowledge at the time the contract was made, the contract is void (s 11). That is a narrow but high‑impact rule. Equally, where there is an agreement to sell specific goods and they perish without fault of either party before risk passes, the agreement is avoided (s 12). Practitioners drafting or advising on contracts involving goods subject to perishability should specify allocation of risk and timing of property transfer, or include insurance/inspection provisions to avoid unintended voidance.

Reservation of disposal and passing of property: A seller can reserve the right of disposal so that property does not pass until conditions imposed by the seller are fulfilled, even if the goods have been delivered to a carrier (s 24(1)-(2)). However, if the goods are shipped under a bill of lading deliverable to the order of the seller, the seller is prima facie deemed to have reserved the right of disposal (s 24(3)). This creates a practical tension for buyers relying on delivery documents to evidence ownership,parties should explicitly state whether property passes on shipment, on receipt of bill of lading, or on payment.

Risk follows property by default: The Act’s general rule is that risk passes with property (s 25(1)), which means that if parties do not expressly allocate risk separately from property, the buyer may bear loss after property passes even before physical delivery. There is a built‑in exception for loss occasioned by the party’s fault (s 25(2)). Contract drafters must therefore allocate risk deliberately if they intend a different economic allocation.

Delivery to carrier traps: Delivery to a carrier is prima facie delivery to the buyer (s 36(1)), but the seller must, unless authorised by the buyer, make a reasonable contract with the carrier on behalf of the buyer (s 36(2)). Failure to arrange reasonable carriage may expose the seller to liability for loss in transit, or permit the buyer to decline to treat delivery as effective (s 36(3)). Sellers who arrange freight must therefore document authority and the terms of carriage, and buyers should insist on contractual protections where carriage is arranged by the seller. For sea transit specifically, failure to give notice enabling the buyer to insure keeps the risk on the seller for sea transit (s 36(4)).

Auction disclosure requirements: If an auction is not notified to be subject to a seller’s right to bid, the seller, a person bidding for the seller, or an auctioneer knowingly taking such bid acts unlawfully, and the buyer may treat the sale as fraudulent (s 60(7)-(8)). Sellers and auctioneers who fail to disclose reserved bids expose the sale to challenge as fraudulent.

Valuation-based pricing pitfalls: If the price is to be fixed by a third party and that third party cannot or does not value, the agreement is avoided (s 14(1)). That can create unintended avoidance where parties leave price determination to a third party without fallback provisions. If goods have been delivered and appropriated, the buyer must pay a reasonable price (s 14(1)), but otherwise the contract may be avoided absent a binding valuation. Contracts should therefore include backup pricing mechanisms.

Draft allowance on wool prohibited: Any term in a contract of sale of wool providing for a draft allowance deduction from weight is void (s 61). Parties in the wool trade must not rely on customary draft deductions in contractual price calculations.

Implied terms survive unless inconsistent: An express warranty does not negative an implied warranty or condition unless inconsistent with it (s 19(5)). Parties cannot simply label a clause “warranty” and expect to avoid implied conditions unless the express term is inconsistent. Careful drafting is needed where parties intend to contract out of statutory implied terms.

Unpaid seller’s lien can be lost inadvertently: A seller’s lien is lost if the seller delivers goods to a carrier for transmission to the buyer without reserving a right of disposal, or when the buyer lawfully obtains possession (s 46(1)(a)-(b)). That means a seller who places goods into a carrier’s hands without express reservation may forfeit possessory security. Sellers should reserve disposal rights in bills of lading or other documents of title where retention of lien is important.

Resale and notice requirements: The unpaid seller can resell in certain circumstances, but in non-perishable cases the seller generally must give notice of intention to resell and allow a reasonable time for payment or tender (s 51(3)). Failure to notify or to act within reasonable time may limit the seller’s right to resell and to recover damages for breach.

Stoppage in transitu requires prompt and effective notice: To effect stoppage in transitu by notice, the seller must give notice to the carrier or bailee in time and in circumstances that allow the principal to communicate it to those in possession (s 49(3)). The seller also bears the expenses of redelivery (s 49(5)). Practitioners must act quickly and preserve records of notices to avoid disputes over effectiveness.

Revesting of title for stolen goods limited: If goods are stolen and the offender is convicted, property revests in the person who was the owner or their personal representative (s 28(1)). However, if goods are obtained by fraud or wrongful means not amounting to larceny, conviction alone does not revest property in the original owner (s 28(2)). That distinction can be important where goods change hands in complex frauds.

Examinations and acceptance timing: A buyer who has not had a reasonable opportunity to examine goods is not deemed to have accepted them (s 38(1)). Buyers who accept goods by acting inconsistently with the seller’s ownership or by retaining goods after a reasonable time without rejection will have accepted them and may lose rejection remedies (s 39).

Concurrent performance traps: Payment and delivery are concurrent unless otherwise agreed (s 32). If a buyer fails to take delivery when the seller is ready and willing to deliver, the buyer is liable for loss and reasonable charge for care and custody (s 41). Parties should allocate timing and procedures for tender to avoid disputes.

Contract drafting checklist: The Act supplies many default rules that can be displaced by clear contract terms. Essential contract drafting points include:

Specify when property passes, and whether property passes on shipment, on payment, on receipt of bill of lading, or on delivery, bearing in mind s 22-s 24. Use express language so courts do not have to infer intention under s 23.
Allocate risk separately from property if that is desired, to override the default that risk passes with property (s 25).
If price is to be fixed by valuation, include fallback mechanisms if the third‑party valuer cannot or does not value, to avoid contract avoidance under s 14.
Where sale is by description or sample, record the relationship between description and sample to avoid conflicts between s 18 and s 20.
Be explicit on delivery terms, place of delivery and time for sending goods, including who will contract with carriers and who bears carriage costs (s 33 and s 36).

Practical steps for sellers: Sellers should:

Reserve the right of disposal explicitly in shipping documents and bills of lading if they intend to retain property until payment or other conditions are met (s 24(1)-(3)).
Ensure, when delivering to a carrier, that they either have buyer authorisation to contract with the carrier or that they contract with the carrier on terms a reasonable person would accept on the buyer’s behalf (s 36(2)). Keep records evidencing such authority and the terms of carriage.
If relying on lien or stoppage rights, avoid delivering goods to a carrier without reservation of disposal, and act promptly if buyer insolvency arises to give the required notice or to take actual possession (s 44-s 49).
When reselling under s 51, give the buyer clear notice of intention to resell and allow a reasonable time for payment to limit the seller’s exposure to claims of wrongful resale.

Practical steps for buyers: Buyers should:

Insist on clear contractual terms where risk allocation diverges from the Act’s defaults, particularly for high‑value goods or goods in transit (s 25 and s 36(4)).
Use inspection rights effectively. If goods are unexamined at the time of delivery, exercise the right to a reasonable opportunity to examine under s 38 before accepting.
Monitor negotiable instruments used in payment and ensure clearance; a seller may be an unpaid seller if a bill or other negotiable instrument received as conditional payment is dishonoured (s 42(1)(b)).

Carriage and freight: If the seller is arranging carriage, buyers should require evidence that the seller has made a reasonable contract with the carrier and confirm insurance arrangements for sea transit if necessary. Sellers should document carriage contracts and proof that they gave the buyer notice enabling the buyer to insure where sea transit is involved (s 36(2) and s 36(4)).

Auction compliance: Sellers and auctioneers must notify where there is a reserved right to bid; otherwise bidding by or on behalf of a seller is unlawful and may be treated as fraudulent by the buyer (s 60(5)-(8)). Auction sellers intending to reserve a right to bid must ensure the sale is notified accordingly.

Accounting and payment practices: Parties should record whether price is fixed, fixed by third party valuation, or left to be fixed by course of dealing, and maintain documentation to evidence “reasonable price” calculations if the contract leaves price undetermined (s 13). Where negotiable instruments are accepted, parties should treat dishonour carefully because it affects unpaid seller status (s 42).

Wool transactions: For contracts involving wool, avoid inserting draft allowance terms; they are void under s 61. Contract templates for wool sales should be updated to remove draft allowance provisions and practitioners should communicate the statutory prohibition to clients in the wool trade.

Insolvency contingencies: Parties extending credit should include express protections and consider registration of security where appropriate, noting that the Act saves other regimes such as the Registration of Interests in Goods Act 1990 (s 26(2)) and excludes transactions intended to be security arrangements from its sale rules (s 62(4)). Sellers should monitor buyer solvency and be prepared to exercise stoppage in transitu promptly where conditions for action are met (s 47-s 49).

Record keeping for notices: For actions such as stoppage in transitu and notices of resale, preserve copies of notices and evidence of transmission to carriers, bailees and principals, because effectiveness of notice and the timing of communication are statutory prerequisites (s 49(3)-(4)). Sellers should budget for redelivery expenses which they must bear when stopping in transitu (s 49(5)).

Dispute readiness: Parties should draft dispute resolution clauses that identify governing law and jurisdiction, but be aware that statutory rights under the Act such as the unpaid seller’s lien, rules on passing property and implied terms will apply unless clearly displaced. In disputes over whether a stipulation is a condition or warranty, document the parties’ express intentions to avoid factual disputes under s 16.

Insurance and risk allocation: Where sea transit is foreseeable, the contract should specify who bears the risk, whether the seller must give notice enabling the buyer to insure, and the intended insurer and cover levels, to avoid the default consequence under s 36(4).

Summary practical checklist:

State when property passes and who bears risk.
If price is by valuation, include a fallback price mechanism.
Reserve disposal rights clearly in bills of lading or shipping documents.
Document carriage contracts and insurance notices.
Maintain evidence of inspection opportunities and acceptance/rejection communications.
Avoid prohibited terms such as draft allowances in wool contracts.
Act promptly if buyer insolvency or negotiable instrument dishonour arises.
Keep records of notices and communications relevant to lien, stoppage and resale.

Following these steps aligns contractual procedures with the statutory defaults and protects possession-based remedies and civil claims arising under the Sale of Goods Act 1954.

Sale of Goods Act 1954

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Sale of Goods Act 1954

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