England, 1979

England

copy @ lexmercatoria.org Copyright © 1979 England

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Contents PART III - EFFECTS OF THE 5

Transfer of as between seller and buyer 5 SALE OF GOODS ACT 1979 [England] 1 16. Goods must be ascertained ...... 5 17. Property passes when intended to pass ...... 5 PART I 1 18. Rules for ascertaining intention ...... 5 1. [Omitted] ...... 1 Rule 1 5 PART II - FORMATION OF THE CONTRACT 1 Rule 2 5 1 2. Contract of sale ...... 1 Rule 3 5 3. to buy and sell ...... 1 Rule 4 6 Formalities of Contract 1 4. How contract of sale is made ...... 1 Rule 5 6 19. Reservation of right of disposal ...... 6 Subject matter of contract 1 20. Risk prima facie passes with property ...... 6 5. Existing or future goods ...... 1 6. Goods which have perished ...... 2 Transfer of title 7 7. Goods perishing before sale but after agreement to sell 2 21. Sale by person not the owner ...... 7 22. [Omitted] ...... 7 The Price 2 23. Sale under voidable title ...... 7 8. Ascertainment of price ...... 2 24. Seller in possession after sale ...... 7 9. Agreement to sell at valuation ...... 2 25. Buyer in possession after sale ...... 7 26. Supplementary to sections 24 and 25 ...... 8 Conditions and warranties 2 10. Stipulations about time ...... 2 PART IV - PERFORMANCE OF THE CONTRACT 8 11. When condition to be treated as warranty ...... 2 27. Duties of seller and buyer ...... 8 12. Implied terms about title, etc...... 3 28. Payment and delivery are concurrent conditions ... 8 13. Sale by description ...... 4 29. Rules about delivery ...... 8 14. Implied terms about quality or fitness ...... 4 30. Delivery of wrong quantity ...... 8 31. Instalment deliveries ...... 9 Sale by sample 4 32. Delivery to carrier ...... 9 15. Sale by sample ...... 4 33. Risk where goods are delivered at distant place ... 9

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34. Buyer's right of examining the goods ...... 9 Buyer’s remedies 14 35. Acceptance ...... 10 51. for non-delivery ...... 14 36. Buyer not bound to return rejected goods ...... 10 52. ...... 14 37. Buyer's liability for not taking delivery of goods .... 10 53. Remedy for breach of warranty ...... 14 54. Interest etc...... 15 PART V - RIGHTS OF UNPAID SELLER AGAINST THE GOODS 10 PART VII - SUPPLEMENTARY 15 55. Exclusion of implied terms ...... 15 Preliminary 10 56. [Omitted] ...... 15 38. Unpaid seller defined ...... 10 57. Auction sales ...... 15 39. Unpaid seller's rights ...... 10 58. [Omitted] ...... 15 40. [Repealed] ...... 11 59. Reasonable time a question of fact ...... 15 60. Rights etc. enforceable by action ...... 15 Unpaid seller’s lien 11 61. Interpretation ...... 16 41. Seller's lien ...... 11 62.-64. and Schedules 1-4 [Omitted] ...... 17 42. Part delivery ...... 11 43. Termination of lien ...... 11 Metadata 18 SiSU Metadata, document information ...... 18 Stoppage in transit 11 44. Right of stoppage in transit ...... 11 45. Duration of transit ...... 12 46. How stoppage in transit is effected ...... 12

Re-sale etc., by buyer 12 47. Effect of sub-sale etc., by buyer ...... 12

Rescission: and re-sale by seller 13 48. Rescission and re-sale by seller ...... 13

PART VI - ACTIONS FOR BREACH OF THE CONTRACT 13

Seller’s remedies 13 49. Action for price ...... 13 50. Damages for non-acceptance ...... 13

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1 SALE OF GOODS ACT 1979 [England] 14 3. Capacity to buy and sell

2 PART I (1) Capacity to buy and sell is regulated by the general concern- 15 ing capacity to contract and to transfer and acquire property.

3 1. [Omitted] (2) Where necessaries are sold and delivered to a minor or a per- 16 son who by reason of mental incapacity or drunkenness is incom- 4 [Omitted] petent to contract, he must pay a reasonable price for them.

(3) In subsection (2) above `necessaries' means goods suitable to 17

5 PART II - FORMATION OF THE CONTRACT the condition in life of the minor or other person concerned and to his actual requirements at the time of the sale and delivery.

6 Contract of Sale

Formalities of Contract 18 7 2. Contract of sale 4. How contract of sale is made 19

8 (1) A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer (1) Subject to this and any other Act, a contract of sale may be 20 for a money , called the price. 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 9 (2) There may be a contract of sale between one part owner and from the conduct of the parties. another. (2) Nothing in this section affects the law relating to corpora- 21 10 (3) A contract of sale may be absolute or conditional. tions

11 (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 Subject matter of contract 22 sale. 5. Existing or future goods 23 12 (5) Where under a contract of sale the transfer of the property in the

goods is to take place at a future time or subject to some condition (1) The goods which form the subject of a contract of sale may be 24 later to be fulfilled the contract is called an agreement to sell. either existing goods, owned or possessed by the seller, or goods to be manufactured or acquired by him after the making of the contract 13 (6) An agreement to sell becomes a sale when the time elapses of sale, in this Act called future goods. or the conditions are fulfilled subject to which the property in the goods is to be transferred. (2) There may be a contract for the sale of goods the acquisition of 25

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which by the seller depends on a contingency which may or may 9. Agreement to sell at valuation 36 not happen. (1) Where there is an agreement to sell goods on the terms that the 37 26 (3) Where by a contract of sale the seller purports to effect a present price is to be fixed by the valuation of a third party, and he cannot or sale of future goods, the contract operates as an agreement to sell does not make the valuation, the agreement is avoided; but if the the goods. goods or any part of them have been delivered to and appropriated by the buyer he must pay a reasonable price for them. 27 6. Goods which have perished (2) Where the third party is prevented from making the valuation by 38 the fault of the seller or buyer, the party not at fault may maintain 28 Where there is a contract for the sale of specific goods, and the an action for damages against the party at fault. goods without the knowledge of the seller have perished at the time when the contract is made, the contract is void. Conditions and warranties 39

29 7. Goods perishing before sale but after agreement to 10. Stipulations about time 40 sell

(1) Unless a different intention appears from the terms of the con- 41 30 Where there is an agreement to sell specific goods and subse- tract, stipulations as to time of payment are not of the essence of quently the goods, without any fault on the part of the seller or a contract of sale. buyer perish before the risk passes to the buyer, the agreement is avoided. (2) Whether any other stipulation as to time is or is not of the 42 essence of the contract depends on the terms of the contract.

31 The Price (3) In a contract of sale “month” prima facie means calendar 43 month. 32 8. Ascertainment of price

11. When condition to be treated as warranty 44 33 (1) The price in a contract of sale may be fixed by the contract, or may be left to be fixed in a manner agreed by the contract, or may (1) Subsections (2) to (4) and (7) below do not apply to Scotland 45 be determined by the course of dealing between the parties. and subsection (5) below applies only to Scotland. 34 (2) Where the price is not determined as mentioned in sub-section (2) Where a contract of sale is subject to a condition to be fulfilled 46 (1) above the buyer must pay a reasonable price. by the seller the buyer may waive the condition, or may elect to 35 (3) What is a reasonable price is a question of fact dependent on treat the breach of the condition as a breach of warranty and not the circumstances of each particular case. as a ground for treating the contract as repudiated.

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47 (3) Whether a stipulation in a contract of sale is a condition, the (2) In a contract of sale, other than one to which subsection (3) 54 breach of which may give rise to a right to treat the contract as re- below applies, there is also an that- pudiated, or a warranty, the breach of which may give rise to a claim for damages but not a right to reject the goods and treat the con- (a) the goods are free, and will remain free until the time when the 55 tract as repudiated, depends in each case on the construction of property is to pass, from any charge or encumbrance not disclosed the contract; and a stipulation may be a condition, although called or known to the buyer before the contract is made, and a warranty in the contract. (b) the buyer will enjoy quiet possession of the goods except so 56 far as it may be disturbed by the owner or other person entitled 48 (4) Where a contract of sale is not severable and the buyer has accepted the goods or part of them, the breach of a condition to be to the benefit of any charge or encumbrance so disclosed or fulfilled by the seller can only be treated as a breach of warranty, known. and not as a ground for rejecting the goods and treating the contract (3) This subsection applies to a contract of sale in the case of which 57 as repudiated, unless there is an express or implied term of the there appears from the contract or is to be inferred from its circum- contract to that effect. stances an intention that the seller should transfer only such title

49 (5) In Scotland, failure by the seller to perform any material part of as he or a third person may have. a contract of sale is a , which entitles the buyer (4) In a contract to which subsection (3) above applies there is an 58 either within a reasonable time after delivery to reject the goods and implied warranty that all charges or encumbrances known to the treat the contract as repudiated, or to retain the goods and treat the seller and not known to the buyer have been disclosed to the buyer failure to perform such material part as a breach which may give before the contract is made. rise to a claim for compensation or damages.

(5) In a contract to which subsection (3) above applies there is 59 50 (6) Nothing in this section affects a condition or warranty whose also an implied warranty that none of the following will disturb the fulfilment is excused by law by reason of or other- buyer's quiet possession of the goods, namely- wise.

(a) the seller 60 51 (7) [Omitted].

(b) in a case where the parties to the contract intend that the seller 61

52 12. Implied terms about title, etc. should transfer only such title as a third person may have, that per- son

53 (1) In a contract of sale, other than one to which subsection (3) (c) anyone claiming through or under the seller or that third person 62 below applies, there is an implied condition on the part of the seller otherwise than under a charge or encumbrance disclosed or known that in the case of a sale he has the right to sell the goods, and in to the buyer before the contract is made. the case of an agreement to sell he will have such a right at the time when the property is to pass. (6) [Omitted]. 63

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13. Sale by description 64 (b) where the purchase price or part of it is payable by instalments 76 and the goods were previously sold by a credit-broker to the seller, 65 (1) Where there is a contract for the sale of goods by description, to that credit-broker any particular purpose for which the goods are there is an implied condition that the goods will correspond with the being bought, there is an implied condition that the goods supplied description. under the contract are reasonably fit for that purpose, whether or not that is a purpose for which such goods are commonly supplied, 66 (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 except where the circumstances show that the buyer does not rely, do not also correspond with the description. or that it is unreasonable for him to rely, on the skill or judgement of the seller or credit-broker. 67 (3) A sale of goods is not prevented from being a sale by descrip- tion by reason only that, being exposed for sale or hire, they are (4) An implied condition or warranty about quality or fitness for a 77 selected by the buyer. particular purpose may be annexed to a contract of sale by us- age. 68 (4) [Omitted]. (5) The preceding provisions of this section apply to a sale by a per- 78 son who in the course of a business is acting as agent for another 69 14. Implied terms about quality or fitness as they apply to a sale by a principal in the course of a business, ex- cept where that other is not selling in the course of a business and 70 (1) Except as provided by this section and section 15 below and either the buyer knows that fact or reasonable steps are taken to subject to any other enactment, there is no implied condition or bring it to the notice of the buyer before the contract is made. warranty about the quality or fitness for any particular purpose of goods supplied under a contract of sale. (6) Goods of any kind are of merchantable quality within the mean- 79 ing of subsection (2) above if they are as fit for the purpose or 71 (2) Where the seller sells goods in the course of a business, there purposes for which goods of that kind are commonly bought as is an implied condition that the goods supplied under the con- it is reasonable to expect having regard to any description applied tract are of merchantable quality, except that there is no such to them, the price (if relevant) and all the other relevant circum- condition- stances. 72 (a) as regards defects specifically drawn to the buyer's attention before the contract is made- or (7) and (8) [Omitted]. 80

73 (b) if the buyer examines the goods before the contract is made, as regards defects which that examination ought to reveal. Sale by sample 81

74 (3) Where the seller sells goods in the course of a business and 15. Sale by sample 82 the buyer, expressly or by implication, makes known-

75 (a) to the seller, or (1) A contract of sale is a contract for sale by sample where there 83

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is an express or implied term to that effect in the contract. 18. Rules for ascertaining intention 97

84 (2) In the case of a contract for sale by sample there is an implied

condition- Unless a different intention appears, the following are rules for as- 98 certaining the intention of the parties as to the time at which the 85 (a) that the bulk will correspond with the sample in quality; property in the goods is to pass to the buyer. 86 (b) that the buyer will have a reasonable opportunity of comparing the bulk with the sample

87 (c) that the goods will be free from any defect, rendering them un- Rule 1 99 merchantable, which would not be apparent on reasonable exam- ination of the sample. Where there is an unconditional contract for the sale of specific 100 88 (3) In subsection (2)(c) above `unmerchantable' is to be construed goods in a deliverable state the property in the goods passes in accordance with section 14(6) above. to the buyer when the contract is made, and it is immaterial whether the time of payment or the time of delivery, or both, be 89 (4) [Omitted]. postponed.

90 PART III - EFFECTS OF THE CONTRACT

Rule 2 101 91 Transfer of Property as between seller and buyer

92 16. Goods must be ascertained Where there is a contract for the sale of specific goods and the 102 seller is bound to do something to the goods for the purpose of 93 Where there is a contract for the sale of unascertained goods no putting them into a deliverable state, the property does not pass property in the goods is transferred to the buyer unless and until until the thing is done and the buyer has notice that it has been the goods are ascertained. done.

94 17. Property passes when intended to pass Rule 3 103

95 (1) Where there is a contract for the sale of specific or ascertained goods the property in them is transferred to the buyer at such time Where there is a contract for the sale of specific goods in a deliv- 104 as the parties to the contract intend it to be transferred. erable state but the seller is bound to weigh, measure, test or do 96 (2) For the purpose of ascertaining the intention of the parties re- some other act or thing with reference to the goods for the purpose gard shall be had to the terms of the contract, the conduct of the of ascertaining the price, the property does not pass until the act or parties and the circumstances of the case. thing is done and the buyer has notice that it has been done.

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Rule 4 105 goods are subsequently appropriated to the contract, the seller may, by the terms of the contract or appropriation, reserve the right 106 When goods are delivered to the buyer on approval or on sale or of disposal of the goods until certain conditions are fulfilled; and in return or other similar terms the property in the goods passes to such a case, notwithstanding the delivery of the goods to the buyer, the buyer: or to the carrier or other bailee or custodier for the purpose of trans- mission to the buyer, the property in the goods does not pass to the 107 (a) when he signifies his approval or acceptance to the seller or does any other act adopting the transaction; buyer until the conditions imposed by the seller are fulfilled.

108 (b) if he does not signify his approval or acceptance to the seller (2) Where goods are shipped and by the bill of lading the goods 114 but retains the goods without giving notice of rejection, then, if a are deliverable to the order of the seller or his agent, the seller is time has been fixed for the return of the goods on the expiration prima facie to be taken to reserve the right of disposal. of that time, and if no time has been fixed, on the expiration of a reasonable time. (3) Where the seller of goods draws on the buyer for the price and 115 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 109 Rule 5 is bound to return the bill of lading if he does not honour the bill of exchange, and if he wrongfully retains the bill of lading the property 110 (1) Where there is a contract for the sale of unascertained or fu- in the goods does not pass to him. ture 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 20. Risk prima facie passes with property 116 the assent of the seller, the property in the goods then passes to the buyer; and the assent may be express or implied, and may be (1) Unless otherwise agreed, the goods remain at the seller's risk 117 given either before or after the appropriation is made. until the property in them is transferred to the buyer, but when the

111 (2) Where, in pursuance of the contract, the seller delivers the property in them is transferred to the buyer the goods are at the goods to the buyer or to a carrier or other bailee or custodier buyer's risk whether delivery has been made or not. (whether named by the buyer or not) for the purpose of transmis- (2) But where delivery has been delayed through the fault of ei- 118 sion to the buyer, and does not reserve the right of disposal, he is ther buyer or seller the goods are at the risk of the party at fault to be taken to have unconditionally appropriated the goods to the as regards any loss which might not have occurred but for such contract. fault.

112 19. Reservation of right of disposal (3) Nothing in this section affects the duties or liabilities of either 119 seller or buyer as a bailee or custodier of the goods of the other 113 (1) Where there is a contract for the sale of specific goods or where party.

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120 Transfer of title 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 him, 121 21. Sale by person not the owner of the goods or documents of title under any sale, pledge, or other disposition thereof, to any person receiving the same in good faith 122 (1) Subject to this Act where goods are sold by a person who is not and without notice of the previous sale, has the same effect as if the their owner and who does not sell them under the authority or with person making the delivery or transfer were expressly authorised the consent of the owner, the buyer acquires no better title to the by the owner of the goods to make the same. goods than the seller had, unless the owner of the goods is by his conduct precluded from denying the seller's authority to sell. 25. Buyer in possession after sale 132 123 (2) Nothing in this Act affects

(1) Where a person having bought or agreed to buy goods obtains, 133 124 (a) the provisions of the Factors Acts or any enactment enabling the apparent owner of goods to dispose of them as if he were their with the consent of the seller, possession of the goods or the doc- true owner; uments of title to the goods or documents of title, under any sale, pledge, or other disposition thereof, to any person receiving the 125 (b) the validity of any contract of sale under any special common same in good faith and without notice of any lien or other right of law or statutory power of sale or under the order of a court of com- the original seller in respect of the goods, has the same effect as if petent jurisdiction. the person making the delivery or transfer were a mercantile agent in possession of the goods ordocuments of title with the consent of the owner. 126 22. [Omitted]

(2) For the purposes of subsection (1) above: 134 127 [Omitted] (a) the buyer under a conditional sale agreement is to be taken not 135 to be a person who has bought or agreed to buy goods, and 128 23. Sale under voidable title (b) `conditional sale agreement' means an agreement for the sale 136

129 When the seller of goods has a voidable title to them, but his title of goods which is a consumer credit agreement within the meaning has not been avoided at the time of the sale, the buyer acquires of the Consumer Credit Act 1974 under which the purchase price a good title to the goods, provided he buys them in good faith and or part of it is payable by instalments, and the property in the goods without notice of the seller's defect of title. is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement 130 24. Seller in possession after sale are fulfilled.

131 Where a person having sold goods continues or is in possession (3) and (4) [Omitted]. 137

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138 26. Supplementary to sections 24 and 25 each case on the contract, express or implied, between the par- ties. 139 In sections 24 and 25 above `mercantile agent' means a mercantile (2) Apart from any such contract, express or implied, the place of 151 agent having in the customary course of his business as such agent delivery is the seller's place of business if he has one, and if not, authority either: his residence; except that, if the contract is for the sale of specific 140 (a) to sell goods, or goods, which to the knowledge of the parties when the contract is made are in some other place, then that place is the place of 141 (b) to consign goods for the purpose of sale, or delivery. 142 (c) to buy goods, or (3) Where under the contract of sale the seller is bound to send the 152 143 (d) to raise money on the security of goods. goods to the buyer, but no time for sending them is fixed, the seller is bound to send them within a reasonable time.

144 PART IV - PERFORMANCE OF THE CONTRACT (4) Where the goods at the time of sale are in the possession of a 153 third person, there is no delivery by seller to buyer unless and until

145 27. Duties of seller and buyer the third person acknowledges to the buyer that he holds the goods on his behalf; but nothing in this section affects the operation of the

146 It is the duty of the seller to deliver the goods, and of the buyer issue or transfer of any document of title to goods. to accept and pay for them, in accordance with the terms of the (5) Demand or tender of delivery may be treated as ineffectual un- 154 contract of sale. less made at a reasonable hour; and what is a reasonable hour is a question of fact.

147 28. Payment and delivery are concurrent conditions (6) Unless otherwise agreed, the expenses of and incidental to 155 putting the goods into a deliverable state must be borne by the 148 Unless otherwise agreed, delivery of the goods and payment of seller. 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 30. Delivery of wrong quantity 156 to pay the price in exchange for possession of the goods. (1) Where the seller delivers to the buyer a quantity of goods less 157 than he contracted to sell, the buyer may reject them, but if the 149 29. Rules about delivery buyer accepts the goods so delivered he must pay for them at the contract rate. 150 (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 (2) Where the seller delivers to the buyer a quantity of goods larger 158

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than he contracted to sell, the buyer may accept the goods included rised or required to send the goods to the buyer, delivery of the in the contract and reject the rest, or he may reject the whole. goods to a carrier (whether named by the buyer or not) for the pur- pose of transmission to the buyer is prima facie deemed to be a 159 (3) Where the seller delivers to the buyer a quantity of goods larger delivery of the goods to the buyer. than he contracted to sell and the buyer accepts the whole of the goods so delivered he must pay for them at the contract rate. (2) Unless otherwise authorised by the buyer, the seller must make 167 such contract with the carrier on behalf of the buyer as may be 160 (4) Where the seller delivers to the buyer the goods he contracted reasonable having regard to the nature of the goods and the other to sell mixed with goods of a different description not included in circumstances of the case; and if the seller omits to do so, and the contract, the buyer may accept the goods which are in accor- the goods are lost or damaged in course of transit the buyer may dance with the contract and reject the rest, or he may reject the decline to treat the delivery to the carrier as a delivery to himself or whole. may hold the seller responsible in damages. 161 (5) This section is subject to any usage of trade, special agreement, (3) Unless otherwise agreed, where goods are sent by the seller to 168 or of course of dealing between the parties. the buyer by a route involving sea transit, under circumstances in which it is usual to insure, the seller must give such notice to the 162 31. Instalment deliveries buyer as may enable him to insure them during their sea transit; and if the seller fails to do so, the goods are at his risk during such 163 (1) Unless otherwise agreed, the buyer of goods is not bound to sea transit. accept delivery of them by instalments.

164 (2) Where there is a contract for the sale of goods to be delivered 33. Risk where goods are delivered at distant place 169 by stated instalments, which are to be separately paid for, and the seller makes defective deliveries in respect of one or more instal- Where the seller of goods agrees to deliver them at his own risk at 170 ments or the buyer neglects or refuses to take delivery of or pay a place other than that where they are when sold, the buyer must for one or more instalments, it is a question in each case depend- nevertheless (unless otherwise agreed) take any risk of deteriora- ing on the terms of the contract and the circumstances of the case tion in the goods necessarily incident to the course of transit. whether the breach of contract is a repudiation of the whole con- tract or whether it is a severable breach giving rise to a claim for 34. Buyer's right of examining the goods 171 compensation but not to a right to treat the whole contract as repu- diated. (1) Where goods are delivered to the buyer, and he has not pre- 172 viously examined them, he is not deemed to have accepted them

165 32. Delivery to carrier until he has had a reasonable opportunity of examining them for the purpose of ascertaining whether they are in conformity with the 166 (1) Where, in pursuance of a contract of sale, the seller is autho- contract.

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173 (2) Unless otherwise agreed, when the seller tenders delivery of neglect or refusal of the buyer to take delivery amounts to a repu- goods to the buyer, he is bound on request to afford the buyer a diation of the contract. reasonable opportunity of examining the goods for the purpose of ascertaining whether they are in conformity with the contract. PART V - RIGHTS OF UNPAID SELLER AGAINST THE 182 GOODS 174 35. Acceptance Preliminary 183 175 (1) The buyer is deemed to have accepted the goods when he in-

timates to the seller that he has accepted them, or (except where 38. Unpaid seller defined 184 section 34 above otherwise provides) when the goods have been delivered to him and he does any act in relation to them which is in- (1) The seller of goods is an unpaid seller within the meaning of 185 consistent with the ownership of the seller, or when after the lapse this Act: of a reasonable time he retains the goods without intimating to the (a) when the whole of the price has not been paid or ten- 186 seller that he has rejected them. dered; 176 (2) [Omitted]. (b) when a bill of exchange or other negotiable instrument has been 187 received as conditional payment, and the condition on which it was 177 36. Buyer not bound to return rejected goods received has not been fulfilled by reason of the dishonour of the instrument or otherwise 178 Unless otherwise agreed, where goods are delivered to the buyer, (2) In this Part of this Act `seller' includes any person who is in the 188 and he refuses to accept them, having the right to do so, he is not position of a seller, as, for instance, an agent of the seller to whom bound to return them to the seller, but it is sufficient if he intimates the bill of lading has been endorsed, or a consignor or agent who to the seller that he refuses to accept them. has himself paid (or is directly responsible for) the price.

179 37. Buyer's liability for not taking delivery of goods 39. Unpaid seller's rights 189

180 (1) When the seller is ready and willing to deliver the goods, and (1) Subject to this and any other Act, notwithstanding that the prop- 190 requests the buyer to take delivery, and the buyer does not within a erty in the goods may have passed to the buyer, the unpaid seller reasonable time after such request take delivery of the goods, he is of goods, as such, has by implication of law: liable to the seller for any loss occasioned by his neglect or refusal to take delivery, and also for a reasonable charge for the care and (a) a lien on the goods or right to retain them for the price while he 191 custody of the goods. is in possession of them;

181 (2) Nothing in this section affects the rights of the seller where the (b) in case of the insolvency of the buyer, a right of stopping 192

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the goods in transit after he has parted with the possession of 204 42. Part delivery them; Where an unpaid seller has made part delivery of the goods, he 205 193 (c) a right of re-sale as limited by this Act. may exercise his lien or right of retention on the remainder, unless such part delivery has been made under such circumstances as to 194 (2) Where the property in goods has not passed to the buyer, the unpaid seller has (in addition to his other remedies) a right of with- show an agreement to waive the lien or right of retention. holding delivery similar to and co-extensive with his rights of lien or

retention and stoppage in transit where the property has passed to 43. Termination of lien 206 the buyer.

(1) The unpaid seller of goods loses his lien or right of retention in 207 respect of them- 195 40. [Repealed] (a) when he delivers the goods to a carrier or other bailee or cus- 208

196 [Repealed] todier for the purpose of transmission to the buyer without reserving the right of disposal of the goods.

(b) when the buyer or his agent lawfully obtains possession of the 209 197 Unpaid seller's lien goods.

198 41. Seller's lien (c) by waiver of the lien or right of retention. 210

(2) An unpaid seller of goods who has a lien or right of retention in 211 199 (1) Subject to this Act, the unpaid seller of goods who is in posses- respect of them does not lose his lien or right of retention by reason sion of them is entitled to retain possession of them until payment only that he has obtained judgment or decree for the price of the or tender of the price in the following cases:- goods.

200 (a) where the goods have been sold without any stipulation as to credit Stoppage in transit 212

201 (b) where the goods have been sold on credit but the term of credit 44. Right of stoppage in transit 213 has expired

Subject to this Act, when the buyer of goods becomes insolvent the 214 202 (c) where the buyer becomes insolvent. unpaid seller who has parted with the possession of the goods has 203 (2) The seller may exercise his lien or right of retention notwith- the right of stopping them in transit, that is to say, he may resume standing that he is in possession of the goods as agent or bailee possession of the goods as long as they are in course of transit, or custodier for the buyer. and may retain them until payment or tender the price.

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215 45. Duration of transit circumstances as to show an agreement to give up possession of the whole of the goods.

216 (1) Goods are deemed to be in course of transit from the time when they are delivered to a carrier or other bailee or custodier for the 46. How stoppage in transit is effected 223 purpose of transmission to the buyer, until the buyer or his agent in that behalf takes delivery of them from the carrier or other bailee (1) The unpaid seller may exercise his right of stoppage in transit 224 or custodier. either by taking actual possession of the goods or by giving no- tice of his claim to the carrier or other bailee or custodier in whose 217 (2) If the buyer or his agent in that behalf obtains delivery of the goods before their arrival at the appointed destination, the transit possession the goods are.

is at an end. (2) The notice may be given either to the person in actual posses- 225 sion of the goods or to his principal. 218 (3) If, after the arrival of the goods at the appointed destination,

the carrier or other bailee or custodier acknowledges to the buyer (3) If given to the principal, the notice is ineffective unless given 226 or his agent that he holds the goods on his behalf and continues in at such time and under such circumstances that the principal, by possession of them as bailee or custodier for the buyer or his agent, the exercise of reasonable diligence, may communicate it to his the transit is at an end, and it is immaterial that a further destination servant or agent in time to prevent a delivery to the buyer. for the goods may have been indicated by the buyer. (4) When notice of stoppage in transit is given by the seller to the 227

219 (4) If the goods are rejected by the buyer, and the carrier or other carrier or other bailee or custodier in possession of the goods, he bailee or custodier continues in possession of them, the transit is must re-deliver the goods to, or according to the directions of, the not deemed to be at an end, even if the seller has refused to receive seller; and the expenses of the redelivery must be borne by the them back. seller.

220 (5) When goods are delivered to a ship chartered by the buyer it is a question depending on the circumstances of the particular case Re-sale etc., by buyer 228 whether they are in the possession of the master as a carrier or as agent to the buyer. 47. Effect of sub-sale etc., by buyer 229

221 (6) Where the carrier or other bailee or custodier wrongfully refuses (1) Subject to this Act, the unpaid seller's right of lien or retention or 230 to deliver the goods to the buyer or his agent in that behalf, the stoppage in transit is not affected by any sale or other disposition of transit is deemed to be at an end. the goods which the buyer may have made, unless the seller has assented to it. 222 (7) Where part delivery of the goods has been made to the buyer or his agent in that behalf, the remainder of the goods may be stopped (2) Where a document of title to goods has been lawfully transferred 231 in transit, unless such part delivery has been made under such to any person as buyer or owner of the goods, and that person

SiSU lexmercatoria.org 12 England, Sale of Goods Act 1979

transfers the document to a person who takes it in good faith and PART VI - ACTIONS FOR BREACH OF THE 240 for valuable consideration, then CONTRACT

232 (a) if the last-mentioned transfer was by way of sale the unpaid Seller's remedies 241 seller's right of lien or retention or stoppage in transit is defeated; and 49. Action for price 242

233 (b) if the last-mentioned transfer was made by way of pledge or other disposition for value, the unpaid seller's right of lien or re- (1) Where, under a contract of sale, the property in the goods has 243 tention or stoppage in transit can only be exercised subject to the passed to the buyer and he wrongfully neglects or refuses to pay rights of the transferee. for the goods according to the terms of the contract, the seller may maintain an action against him for the price of the goods.

(2) Where, under a contract of sale, the price is payable on a day 244 234 Rescission: and re-sale by seller certain irrespective of delivery and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain an action for the 235 48. Rescission and re-sale by seller price, although the property in the goods has not passed and the goods have not been appropriated to the contract. 236 (1) Subject to this section, a contract of sale is not rescinded by the mere exercise by an unpaid seller of his right of lien or retention or (3) Nothing in this section prejudices the right of the seller in Scot- 245 stoppage in transit. land to recover interest on the price from the date of tender of the goods, or from the date on which the price was payable, as the 237 (2) Where an unpaid seller who has exercised his right of lien or re- case may be. tention or stoppage in transit re-sells the goods, the buyer acquires a good title to them as against the original buyer. 50. Damages for non-acceptance 246

238 (3) Where the goods are of a perishable nature, or where the un- paid seller gives notice to the buyer of his intention to re-sell, and (1) Where the buyer wrongfully neglects or refuses to accept and 247 the buyer does not within a reasonable time pay or tender the price, pay for the goods, the seller may maintain an action against him the unpaid seller may re-sell the goods and recover from the orig- for damages for nonacceptance.

inal buyer damages for any loss occasioned by his breach of con- (2) The measure of damages is the estimated loss directly and nat- 248 tract. urally resulting, in the ordinary course of events, from the buyer's breach of contract. 239 (4) Where the seller expressly reserves the right of re-sale in case the buyer should make default, and on the buyer making default re- (3) Where there is an available market for the goods in question the 249 sells the goods, the original contract of sale is rescinded but without measure of damages is prima facie to be ascertained by the differ- prejudice to any claim the seller may have for damages. ence between the contract price and the market or current price at

SiSU lexmercatoria.org 13 England, Sale of Goods Act 1979

the time or times when the goods ought to have been accepted or terms and conditions as to damages, payment of the price and oth- (if no time was fixed for acceptance) at the time of the refusal to erwise as seem just to the court. accept. (4) The provisions of this section shall be deemed to be supple- 259 mentary to, and not in derogation of, the right of specific implement 250 Buyer's remedies in Scotland.

251 51. Damages for non-delivery 53. Remedy for breach of warranty 260

252 (1) Where the seller wrongfully neglects or refuses to deliver the (1) Where there is a breach of warranty by the seller, or where the 261 goods to the buyer, the buyer may maintain an action against the buyer elects (or is compelled) to treat any breach of a condition on seller for damages for nondelivery. the part of the seller as a breach of warranty, the buyer is not by 253 (2) The measure of damages is the estimated loss directly and nat- reason only of such breach of warranty entitled to reject the goods; urally resulting, in the ordinary course of events, from the seller's but he may: breach of contract. (a) set up against the seller the breach of warranty in diminution or 262 254 (3) Where there is an available market for the goods in question extinction of the price, or the measure of damages is prima facie to be ascertained by the (b) maintain an action against the seller for damages for the breach 263 difference between the contract price and the market or current of warranty. 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 (2) The measure of damages for breach of warranty is the esti- 264 deliver. mated loss directly and naturally resulting, in the ordinary course of events, from the breach of warranty.

255 52. Specific performance (3) In the case of breach of warranty of quality such loss is prima 265 facie the difference between the value of the goods at the time of 256 (1) In any action for breach of contract to deliver specific or ascer- delivery to the buyer and the value they would have had if they had tained goods the court may, if it thinks fit, on the plaintiff's appli- fulfilled the warranty. cation, by its judgement or decree direct that the contract shall be (4) The fact that the buyer has set up the breach of warranty in 266 performed specifically, without giving the defendant the option of diminution or extinction of the price does not prevent him from retaining the goods on payment of damages. maintaining an action for the same breach of warranty if he has 257 (2) The plaintiff's application may be made at any time before judge- suffered further damage. ment or decree. (5) Nothing in this section prejudices or affects the buyer's right of 267 258 (3) The judgement or decree may be unconditional, or on such rejection in Scotland as declared by this Act.

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268 54. Interest etc. its completion by the fall of the hammer, or in other customary man- ner; and until the announcement is made any bidder may retract his

269 Nothing in this Act affects the right of the buyer or the seller to re- bid. interest or special damages in any case where by law interets (3) A sale by auction may be notified to be subject to a reserve or 280 or special damages may be recoverable or to recover money paid upset price, and a right to bid may also be reserved expressly by where the consideration for the payment of it has failed. or on behalf of the seller.

(4) Where a sale by auction is not notified to be subject to a right 281 270 PART VII - SUPPLEMENTARY to bid by or on behalf of the seller, it is not lawful for the seller to bid himself or to employ any person to bid at the sale, or for the 271 55. Exclusion of implied terms auctioneer knowingly to take any bid from the seller or any such person. 272 (1) Where a right, duty or liability would arise under a contract of sale of goods by implication of law, it may (subject to the Unfair (5) A sale contravening subsection (4) above may be treated as 282 Contract Terms Act 1977) be negatived or varied by express agree- fraudulent by the buyer. ment, or by the course of dealing between the parties, or by such (6) Where, in respect of a sale by auction, a right to bid is expressly 283 usage as binds both parties to the contract. reserved (but not otherwise) the seller or any one person on his

273 (2) An express condition or warranty does not negative a condition behalf may bid at the auction. or warranty implied by this Act unless inconsistent with it.

58. [Omitted] 284 274 (3) [Omitted].

[Omitted] 285 275 56. [Omitted]

59. Reasonable time a question of fact 286 276 [Omitted]

Where a reference is made in this Act to a reasonable time the 287 277 57. Auction sales question what is a reasonable time is a question of fact.

278 (1) Where goods are put up for sale by auction in lots, each lot 60. Rights etc. enforceable by action 288 is prima facie deemed to be the subject of a separate contract of sale. Where a right, duty or liability is declared by this Act, it may (unless 289 279 (2) A sale by auction is complete when the auctioneer announces otherwise provided by this Act) be enforced by action.

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290 61. Interpretation 304 `future goods' means goods to be manufactured or acquired by the seller after the making of the contract of sale; 291 (1) In this Act, unless the context or subject matter otherwise `goods' includes all personal chattels other than things in action and 305 requires,- money, and in Scotland all corporeal moveables except money; 292 `action' includes counterclaim and set-off, and in Scotland conde- and in particular “goods” includes emblements, industrial growing scendence and claim and compensation; crops, and things attached to or forming part of the land which are agreed to be severed before sale or under the contract of 293 `business' includes a profession and the activities of any Govern- sale; ment department (including a department) or local or public authority; `plaintiff' includes pursuer, complainer, claimant in a multiple poind- 306 ing and defendant or defender counter-claiming; 294 `buyer' means a person who buys or agrees to buy goods; `property' means the general property in goods, and not merely a 307 295 `contract of sale' includes an agreement to sell as well as a special property; sale; `quality', in relation to goods, includes their state or condition; 308 296 `credit-broker' means a person acting in the course of a business, of credit brokerage carried on by him, that is a business of effecting `sale' includes a bargain and sale as well as a sale and deliv- 309 introduction of individuals desiring to obtain credit: ery;

297 (a) to persons carrying on any business so far as it relates to the `seller' means a person who sells or agrees to sell goods; 310 provision of credit, or `specific goods' means goods identified and agreed on at the time 311 298 (b) to other persons engaged in credit brokerage; a contract of sale is made;

299 `defendant' includes in Scotland defender, respondent, and `warranty' (as regards England and and Northern Ireland) 312 claimant in a multiplepoinding; means an agreement with reference to goods which are the sub- ject of a contract of sale, but collateral to the main purpose of such 300 `delivery' means voluntary transfer of possession from one person contract, the breach of which gives rise to a claim for damages, but to another; not to a right to reject the goods and treat the contract as repudi- 301 `document of title to goods' has the same meaning as it has in the ated. Factors Acts; (2) As regards Scotland a breach of warranty shall be deemed to 313 302 `Factors Acts' means the Factors Act 1889, the Factors (Scot- be a failure to perform a material part of the contract. land) 1890, and any enactment amending or substituted for the (3) A thing is deemed to be done in good faith within the mean- 314 same; ing of this Act when it is in fact done honestly, whether it is done 303 `fault' means wrongful act or default; negligently or not.

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315 (4) A person is deemed to be insolvent within the meaning of this Act if he has either ceased to pay his debts in the ordinary course of business or he cannot pay his debts as they become due.

316 (5) 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 con- tract be bound to take delivery of them.

317 (6) [Omitted].

318 62.-64. and Schedules 1-4 [Omitted]

319 [Omitted]

SiSU lexmercatoria.org 17 England, Sale of Goods Act 1979

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Document Manifest @: ‹http://www.jus.uio.no/lm/england.sale.of.goods.act.1979/sisu_manifest. html› Title: England, Sale of Goods Act 1979 Creator: England Rights: Copyright (C) 1979 England Publisher: SiSU ‹http://www.jus.uio.no/sisu› (this copy) Date: 1979 Topics Registered: statute:England;insurance:marine insurance

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