1.   Short title

   2.   Interpretation


Contract of Sale

   3.   Sale and agreement to sell

   4.   Capacity to buy and sell

Formalities of the Contract

   5.   Contract of sale, how made

   6.   Contract of sale for ten pounds or more to be in writing

Subject Matter of Contract

   7.   Existing or future goods

   8.   Sale of perished goods

   9.   Goods perished after agreement to sell

The Price

   10.   Ascertainment of price

   11.   Agreement to sell at valuation

Conditions and Warranties

   12.   Stipulations as to time

   13.   When condition to be treated as warranty

   14.   Condition and warranties implied in contracts of sale

   15.   Conditions implied by description

   16.   No implied warranty as to fitness, except in certain cases

Sale by Sample

   17.   Sale by sample


Transfer of Property as between Seller and Buyer

   18.   Property in unascertained goods

   19.   Property in specific or ascertained goods passes when intended to pass

   20.   Rules for ascertaining intention as to time when property passes

   21.   Reservation by seller of right of disposal

   22.   Risk prima facie passes with property

Transfer of Title

   23.   Sale by person not the owner

   24.   Sale under voidable title

   25.   Revesting of property in stolen goods on conviction of offender

   26.   Resale of goods in certain cases

   27.   Effect of writs of execution


   28.   Duties of seller and buyer

   29.   Payment and delivery concurrent conditions

   30.   Rules as to delivery

   31.   Delivery of wrong quantity or description

   32.   Delivery by instalments

   33.   Delivery to carrier as buyer’s agent

   34.   Risk where goods delivered elsewhere than at place of sale

   35.   Buyer’s right of examining the goods

   36.   Acceptance

   37.   Buyer is not bound to return rejected goods

   38.   Liability of buyer for neglecting or refusing delivery of goods


   39.   Unpaid seller defined

   40.   Rights of unpaid seller

Unpaid Seller’s Lien

   41.   Seller’s lien

   42.   Lien after part delivery

   43.   Termination of lien

Stoppage in transitu

   44.   Right of stoppage in transitu

   45.   Duration of transit

   46.   Mode of stoppage in transitu

Resale by Buyer or Seller

   47.   Effect of subsale or pledge by buyer

   48.   Effect on sale of exercise of lien or stoppage in transitu


Remedies of the Seller

   49.   Action for price

   50.   Action for non-acceptance

Remedies of the Buyer

   51.   Action for non-delivery

   52.   Right to specific performance

   53.   Remedy for breach of warranty

   54.   Interest and special damages


   55.   Variation, etc., of implied rights

   56.   Reasonable time

   57.   Rights, etc., enforceable by action

   58.   Auction sales

   59.   Savings

14 of 1967

An Act to regulate the Sale of Goods

[28TH JULY 1967]


1.   Short title

   This Act may be cited as the Sale of Goods Act.

2.   Interpretation

   (1) In this Act, except where the context otherwise requires—

   “action” includes counterclaim and set-off;

   “buyer” means a person who buys or agrees to buy goods;

   “contract of sale” includes an agreement to sell as well as a sale;

   “delivery” means voluntary transfer of possession from one person to another;

   “document of title to goods” includes any bill of lading, dock warrant, warehouse-keeper’s certificate or warrant or order for the delivery of goods, and any other document used in the ordinary course of business as proof of the possession or control of goods, or authorizing or purporting to authorize, either by endorsement or by delivery, the possessor of the document to transfer or receive goods thereby represented;

   “fault” means wrongful act or default;

   “future goods” means goods to be manufactured or acquired by the seller after the making of the contract of sale;

   “goods” includes all chattels personal other than things in action and money, and all emblements, industrial growing crops and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of sale;

   “minor” means an unmarried person under the age of twenty-one years;

   “plaintiff” includes defendant counterclaiming;

   “property” means the general property in goods, and not merely a special property;

   “quality of goods” includes their state or condition;

   “sale” includes a bargain and sale as well as a sale and delivery;

   “seller” means a person who sells or agrees to sell goods;

   “specific goods” means goods identified and agreed upon at the time a contract of sale is made;

   “warranty” means an agreement with reference to goods which are the subject of a contract of sale, but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages, but not to a right to reject the goods and treat the contract as repudiated.

   (2) A thing is deemed to be done in good faith within the meaning of this Act when it is in fact done honestly, whether it be done negligently or not.

   (3) A person is deemed to be insolvent within the meaning of this Act who either has ceased to pay his debts in the ordinary course of business or cannot pay his debts as they become due, whether he has committed an act of bankruptcy or not.

   (4) Goods are in a deliverable state within the meaning of this Act when they are in such a state that the buyer would under the contract be bound to take delivery of them.


Contract of Sale

3.   Sale and agreement to sell

   (1) A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.

   (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) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale; but, where the transfer of the property in the goods is to take place at a future time or subject to some condition thereafter to be fulfilled, the contract is called an agreement to sell.

   (5) An agreement to sell becomes a sale when the time elapses or the conditions are fulfilled subject to which the property in the goods is to be transferred.

4.   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:

   Provided that, where necessaries are sold and delivered to a minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price therefor.

   (2) Necessaries in this section means goods suitable to the condition in life of such minor or other person, and to his actual requirements at the time of the sale and delivery.

Formalities of the Contract

5.   Contract of sale, how made

   Subject to this Act and any written law in that behalf, a contract of sale may be made in writing (either with or without seal) or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties:

   Provided that nothing in this section shall affect the law relating to corporations.

6.   Contract of sale for ten pounds or more to be in writing

   (1) A contract for the sale of any goods of the value of ten pounds or upwards shall not be enforceable by action unless the buyer accepts part of the goods so sold, and actually receives the same, or gives something in earnest to bind the contract or in part payment, or unless some note or memorandum in writing of the contract is made and signed by the party to be charged or his agent in that behalf.

   (2) This section shall apply to every such contract, notwithstanding that the goods may be intended to be delivered at some future time, or may not at the time of such contract be actually made, procured or provided, or fit or ready for delivery, or some act may be requisite for the making or completing thereof, or rendering the same fit for delivery.

   (3) There shall be an acceptance of goods within the meaning of this section when the buyer does any act in relation to the goods which recognizes a pre-existing contract of sale whether there be an acceptance in performance of the contract or not.

Subject Matter of Contract

7.   Existing or future goods

   (1) The goods which form the subject of a contract of sale may be either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by the seller after the making of the contract of sale.

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