Sale of Goods

Overview The Sale of Goods legislation codified and supplemented the general rules of contract law in relation to the sale of goods and the supply of services.  The original 1893 legislation focused primarily on the mechanics of sale, such as payment of the price, delivery, the passing of property, delivery and rights to recover price.  Modern amendments have provided rights […]

Scope of the Act The Sale of Goods 1893 was a codification of the pre-existing law.   In this respect, it is similar to the Partnership Act and the Bill of Exchange Act.  The courts regard it as a complete code of the law. However as a codification, the courts may look at the pre-existing law in interpreting the Act. The Sale […]

Sale of Goods Contract There is a sale of goods when a seller transfers or agrees to transfer the ownership of (property in) goods to a buyer for a money consideration, called the price.  The Act applies to both a sale, which is a direct transfer of goods for a price and also to an agreement for sale.  An agreement […]

Implied terms on Title In every sale of goods contract, there is an implied condition that the seller has the right to sell.  There is a further warranty that the goods will remain free from any charge or incumbrance, not disclosed to the buyer before the contract is made.  The seller also warrants that the buyer will have quiet possession […]

Overview Retention of title is of immense practical importance. If facilitates security for credit granted when goods are sold on credit. Where the goods are sold on credit, and the buyer fails or refuses to pay or becomes insolvent, then the seller cannot reclaim the goods. He has at best a claim for the price, which may be of limited […]

Conformity with Description Condition It is an implied condition in a contract for the sale of goods, that the goods comply with their description.  The provision applies to all sales of goods, irrespective of whether or not, the seller acts in the course of business (unlike the position with most other implied terms).  This is of particular importance where the […]

EU Directive Enhancing Consumer Rights Re Goods A European Union Directive on the Sale of Consumer Goods and Guarantees provides additional rights to those in the Sale of Goods Act. The European Union Directive provides minimum standards across the EU, irrespective of what EU country’s laws apply. The EU consumer may not be deprived of his rights by providing that […]

Restrictions on Statutory Rights The Sale of Goods Act limits a business’ ability to exclude liability for the implied statutory terms in relation to the sale of goods and supply of services.  The buyer’s rights may be varied in the case of a non-consumer sale, provided that this is reasonable. A consumer sale in this context is one where the […]

Price against Delivery Unless specifically agreed otherwise, the duty of the seller to deliver the goods and the duty of the buyer to pay the price, are simultaneous. The seller must stand ready, willing and able to give possession of the goods for the price and the buyer must stand ready willing and able to pay the price in return […]

Risk Risk in the context of the Sale of Goods legislation refers to the risk of physical damage to or destruction of the goods.  Typically, such risks arise from accidental causes, against which it is possible to insure. The person who takes or carries the risk, should in prudence, take out insurance against it. The general presumption is that the risk […]

Consequences of Breach of Contract Where either the seller fails to perform his obligations under the sale contract, the buyer will have rights and remedies, arising from the breach. The Act distinguishes between conditions and warranties. A breach of a condition entitles the innocent party to terminate the contract and seek damages.  A breach of a warranty gives the affected […]

Seller’s Remedies If the buyer refuses to accept the goods, the seller can sue for breach of contract.  This is generally the difference between the market price of the goods and the sale price. If the title has not passed, the seller may be able to recover the goods by reason of his property rights under the civil law of […]

Contractual Rights Regarding the Goods A sale of goods contract incorporates implied terms and conditions relating to the quality of the goods supplied. In the case of goods, liability on the various warranties is unconditional.  It is not enough that the seller or manufacturer has used best technology or have taken all due care. The same principles apply to both […]

EU Late Payment Regulations It is possible for a contract to provide for a rate of interest on sums of money that are overdue. Provided that this is not a penalty, it will be generally enforceable.  The contract should specify the rate either as a percentage or with reference to an underlying base rate.  It is necessary to specify whether […]

Overview I As misleading and inappropriate marketing communications and comparative advertising may distort the Single Market, they are regulated at the EU level.  Earlier Misleading Advertising Directives were updated by the Unfair Commercial Practices Directive 2005 and the Misleading and Comparative Advertising Directive 2006. The European Communities (Misleading and Comparative Marketing Communications) Regulations implement the updated EU Misleading Advertising Directive.  […]