SALE OF GOODS ORDINANCE
Title
SALE OF GOODS ORDINANCE
Description
LAWS OF HONG KONG
SALE OF GOODS ORDINANCE
CHAPTER 26
CHAPTER 26
SALE OF GOODS ORDINANCE
ARRANGEMENT OF SECTIONS
Section...................................... Page
1. Short title ............. ... ... ... ... ... ... ... 3
2. Interpretation ............................. ... ... ... 3
PART I
FORMATION OF THE
CONTRACT
Contract of sale
3. Sale and agreement to sell .............. ... ... ... ... ... ... 4
4. Capacity to buy and sell ................... ... ... ... ... ... ... 5
Formalities of contract
5. Mode of making contract of sale ......... ... ... ... .... ... ... 5
6. [Repealed]
SUBJECT-MATTER of
contract
7. Existing or future goods ................... ... ... ... ... ... ... 5
8. Goods which have perished ............... ... ... ... ... ... ... ... 6
9. Goods perishing before sale but after agreement to sell ... ... ... ... ... 6
Price
10. Ascertainment of price ... ... ... ... ... ... ... ... ... ... ... ... 6
11. Agreement to sell at valuation ... ... ... ... ... ... ... ... ... ... 6
Conditions and warranties
12. Stipulations as to time ... ... ... ... ... ... ... ... ... ... ... ... 6
13. When condition to be treated as warranty ... ... ... ... ... ... ... ... 6
14. Implied undertaking as to title, etc . ... ... ... ... ... ... ... ... ... 7
15. Sale by description ... ... ... ... ... ... ... ... ... ... ... ... 7
16. Implied undertakings as to quality or fitness ... ... ... ... ... ... ... 8
Sale by sample
17. Sale by sample.................... ... ... ... ... ... ... ... ... . 9
PART 11
EFFECTS OF THE CONTRACT
Transfer of property as between seller and buyer
18..................Goods must be ascertained ... 9
19. Property passes when intended to pas, ... ... ... ... ... ... ... ... 9
20. Rules for ascertaining intention ... ... ... ... ... ... ... ... ... ... 9
21. Reservation of right of disposal ... ... ... ... ... ... ... ... ... ... 10
22. Risk prima facie passes with property ... ... ... ... ... ... ... ... 10
Transfer of title
23. Sale by person not owner ... ... ... ... ... ... ... ... ... ... ... 11
24. Market overt ... ... ... ... ... ... ... ... ... ... ... ... ... ... 11
25. Sale under voidable title ... ... ... ... ... ... ... ... ... ... ... 11
26. (Repealed]
27. Seller or buyer in possession after sale ... .. ... ... ... ... ... 11
28. Effect of writ of execution ... ... ... ... ... ... ... ... ... ... ... 12
section PART M, Page
PERFORMANCE OF THE
CONTRACT
29. Duties of seller and buyer ... ... ... ... ... ... ... ... ... ... 12
30. Payment and delivery are concurrent conditions ... ... ... ... ... 12
31. Rules as to delivery ..... ... 1 ... ... ... ... ... ... ... ... 12
32. Delivery of wrong quantity ... ... ... ... ... ... ... ... ... ... 13
33. Delivery by instalments .. ... ... ... ... ... ... ... ... ... ... 13
34. Delivery to carrier ......... ... ... ... ... ... ... ... ... ... ... 14
35. Risk where goods are delivered at distant place ... ... ... ... ... 14
36. Buyer's right of examining goods ... ... ... ... ... ... ... ... 14
37. Acceptance of goods ...... ... ... ... ... ... ... ... ... ... ... 14
38. Buyer not bound to return rejected goods ... ... ... ... ... ... ... 14
39. liability of buyer for neglecting or refusing to take delivery of goods ... is
PART IV
RIGHTS OF UNPAID SELLER AGAINST THE GOODS
40. Definition of unpaid seller ... ... ... ... ... ... ... ... ... ... is
41. Unpaid seller's rights ...... ... ... ... ... ... ... ... ... ... ... is
42. Withholding delivery ..... ... ... ... ... ... ... ... ... ... ... is
Unpaid seller's lien
43. Unpaid seller's lien......... ... ... ... ... ... ... ... ... ... ... is
44. Part delivery .................... ... ... ... ... ... ... ... ... ... 16
45. Termination of lien.......... ... ... ... ... ... ... ... ... ... ... 16
stoppage in transitu
46. Right of stoppage in transitu ... ... ... ... ... ... ... ... ... ... 16
47. Duration of transit ......... ... ... ... ... ... ... ... ... ... ... 16
48. How stoppage in transitu is effected ... ... ... ... ... ... ... ... 17
Re-sale by buyer or seller
49. Effect of sub-sale or pledge by buyer ... ... ... ... ... ... ... ... 17
50. Sale not generally rescinded by lien or stoppage in transitu ... ... ... 17
PART V
ACTIONS FOR BREACH OF THE
CONTRACT
Remedies of seller
51.Action for price ............... ... ... ... ... ... ... ... ... ... 18
52. Damages for non-acceptance ... ... ... ... ... ... ... ... ... 18
Remedies of buyer
53. Damages for non-delivery ... ... ... ... ... ... ... ... ... ... ... 18
54. Specific performance ... ... ... ... ... ... ... ... ... ... ... ... 19
55. Remedies for breach of warranty ... ... ... ... ... ... ... ... ... 19
56. Interest and special damages ... ... ... ... ... ... ... ... ... ... 19
PART VI
SUPPLEMENTAR
Y
57. Exclusion of implied terms and conditions ........ ... ... ... ... 20
57A CONFLICT OF LAWS . ... ... ... ... ... ... ... ... ... ... ... ...
58. Reasonable time a question of fact ... ... ... ... ... ... ... ... ... 21
59. Right, etc., enforceable by action ... ... ... ... ... ... ... ... ... 21
60. Auction sale ... ... ... ... ... ... ... ... ... ... ... ... ... ... 21
61. Reservation of right to bid ... ... ... ... ... ... ... ... ... ... ... 22
62. Saving ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 22
CHAPTER 26
SALE OF GOODS
To codify the law relating to the sale of goods.
[1st August, 1896.]
1. This Ordinance may be cited as the Sale of Goods Ordinance.
(Amended, 5 of 1924, s. 6)
2. (1) In this Ordinance, unless the context otherwise requires
'action' includes suit, counterclaim, and set-off
'business' includes a profession and the activities of any, Govern-
Department or the Urban Council ftbody or authority-, (Added, 58
of 1977, s. 2)
'buyer' means a person who buys or agrees to buy goods;
'contract for the international sale of goods' means a contract of sale of
goods made by parties lose places of business (or, if re
reside
nces
they have none, habitual s) are in different countries and in the
case of which one of the following conditions is satisfied
(a)the contract involves the sale of goods which are at the time of
the conclusion of the contract in the course of carriage or will
be carried from one country to another;
(b)the acts constituting the offer and acceptance have been
effected in different c countries or
(c)delivery of the good is to be made in the country other than
that within which the acts constituting the offer and the
acceptance have been effected; (Added, 58 of 1977, s.2)
'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, and 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 indorsement 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. The term includes 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;
'plaintiff' includes a 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' when it is in fact
done honestly, whether it is done negligently or not. (Amended, 8 of
1912, s. 47)
(3) A person is deemed to be insolvent 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 and whether he has been adjudged bankrupt or not. (Amended, 8 of
1912, s. 47)
(4) Goods are in a 'deliverable state' when they are in such a state
that the buyer would, under the contract, be bound to take delivery of
them. (Amended, 8 of 1912, s. 47)
(5) Goods of any kind are of merchantable quality within the
meaning of this Ordinance if they are as fit for the purpose or purposes
for which goods of that kind are commonly bought as it is reasonable to
expect having regard to any description applied to them, the price (if
relevant) and all the other relevant circumstances; and any reference in
this Ordinance to unmerchantable goods shall be construed
accordingly. (Added, 58 of 1977, s. 2)
PART I
FORMATION OF THE CONTRACT
Contract of sale
3. (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. There may be a
contract of sale between one part owner and another.
(2) A contract of sale may be absolute or conditional.
(3) 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.
(4) 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. (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 an infant
or 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) In this section, 'necessaries' means goods suitable to the
condition in life of such infant or minor or other person, and to his
actual requirements at the time of the sale and delivery.
Formalities of contract
5. Subject to the provisions of this Ordinance and of any enactment
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. [Repealed, 58 of 1977, s. 3]
Subject-matter of contract
7. (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, in this Ordinance called 'future goods---.
(2) There may be a contract for the sale of goods, the acquisition of
which by the seller depends upon a contingency which may or may not
happen.
(3) Where by a contract of sale the seller purports to effect a
present sale of future goods, the contract operates as an agreement to
sell the goods.
8. Where there is a contract for the sale of specific goods, and the
goods, without the knowledge of the seller, have perished at the time
when the contract is made, the contract is void.
9. Where 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
thereby avoided.
Price
10. (1) The price in a contract of sale may be fixed by the contract,
or may be left to be fixed in manner thereby agreed, or may be
determined by the course of dealing between the parties.
(2) Where the price is not determined in accordance with the
foregoing provisions, the buyer must pay a reasonable price. What is a
reasonable price is a question of fact dependent on the circumstances of
each particular case.
11. (1) Where 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 such third
party cannot or does not make such valuation, the agreement is
avoided:
Provided that if the goods or any part thereof have been delivered
to and appropriated by the buyer, he must pay a reasonable price
therefor.
(2) Where such 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.
Conditions and warranties
12. (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. Whether any other stipulation as to time is
of the essence of the contract or not depends on the terms of the
contract.
(2) In a contract of sale, 'month' means prima facie calendar
month.
13. (1) Where a contract of sale is subject to any condition to be
fulfilled by the seller, the buyer may waive the condition, or may elect to
treat the breach of such 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 a right to reject the goods and treat the contract as
repudiated, depends in each case on the construction of
the contract. A stipulation may be a condition, though called a warranty
in the contract.
(3) Where a contract of sale is not severable, rable, and the buyer
has accepted the goods or part thereof, the breach of any condition to
be fulfilled by the seller can only be treated as a breach of warranty, and
not as a ground for rejecting the goods and treating the contract as
repudiated, unless there is a term of the contract, express or implied, to
that effect. (Amended, 47 of 1969, s. 5)
(4) Nothing in this section shall affect the case of any condition or
warranty, fulfilment of which is excused by law by reason of
impossibility or otherwise.
14. (1) In every contract of sale, other than one to which subsection
(2) applies, there is
(a)an implied condition on the part of the seller that in the case of
the sale, he has a right sell the goods, and in the case of an
agreement to sell, he will have a right to sell the goods at the,
time when the property to pass: and
(b)an implied warranty that the goods are free, and will remain free
until the time when the property is to pass, from any charge or
encumbrance not disclosed or known to the buyer before the
contract is made and that the buyer will enjoy quiet possession
of the goods except so far as it may be disturbed by the owner
or other person entitled to the benefit of any charge or
encumbrance so disclosed or known.
(2) In a contract of sale, in the case of which there appears from the
contract or is to be inferred from the circumstances of the contract an
intention that the seller should transfer only such title as he or a third
person may have, there is
(a)an implied warranty that all charges or encumbrances known to
the seller and not known to the buyer have been disclosed to
the buyer before the contract is made; and
(b) an implied warranty that neither-
(i) the seller; nor
(ii) in a case where the parties to the contract intend that
the seller should transfer only such title as a third person may
have, that person; nor
(iii) anyone claiming through or under the seller or that third
person otherwise than under a charge or encumbrance
disclosed or known to the buyer before the contract is made,
will disturb the buyer's quiet possession of the goods.
(Replaced, 58 of 1977, s. 4)
15. (1) Where there is a contract for the sale of goods by
description, there is an implied condition that the goods shall
correspond with the description; and 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.
(2) A sale of goods shall not be prevented from being a sale by
description by reason only that, being exposed for sale or hire, they are
selected by the buyer. (Added, 58 of 1977, s. 5)
16. (1) Except as provided by this section, and section 17, and
subject to the provisions of any other enactment, there is no implied
condition or warranty as to the quality or fitness for any particular
purpose of goods supplied under a contract of sale.
(2) Where the seller sells goods in the course of a business, there is
an implied condition that the goods supplied under the contract are of
merchantable quality, except that there is no such condition
(a)as regards defects specifically drawn to the buyer's attention
before the contract is made; or
(b)if the buyer examines the goods before the contract is made, as
regards defects which that examination ought to reveal.
(3) Where the seller sells goods in the course of a business and the
buyer, expressly or by implication, makes known to the seller any
particular purpose for which the goods are being bought, there is an
implied condition that the goods supplied under the contract are
reasonably fit for that purpose, whether or not that is a purpose for
which such goods are commonly supplied, except where the
circumstances show that the buyer does not rely, or that it is
unreasonable for him to rely, on the seller's skill or judgment.
(4) An implied condition or warranty as to quality or fitness for a
particular purpose may be annexed to a contract of sale by usage.
(5) Subsections (1), (2), (3) and (4) apply to a sale by a person who
in the course of a business is acting as agent for another as they apply
to a sale by a principal in the course of a business, except where that
other is not selling in the course of a business and either the buyer
knows that fact or reasonable steps are taken to bring it to the notice of
the buyer before the contract is made.
(6) In the application of subsection (3) to an agreement for the sale
of goods under which the purchase price or part of it is payable by
instalments any reference to the seller shall include a reference to the
person by whom any antecedent negotiations are conducted.
(7) In subsection (6) -antecedent negotiations' means any
negotiations or arrangements with the buyer whereby he was induced
to make the agreement or which otherwise promoted the transaction to
which the agreement relates.
(Replaced, 58 of 1977, s. 6)
Sale by sample
17. (1) A contract of sale is a contract for sale by sample where
there is a term in the contract, express or implied, to that effect.
(2) In the case of a contract for sale by sample-
(a)there is an implied condition that the bulk shall correspond
with the sample in quality;
(b)there is an implied condition that the buyer shall have a
reasonable opportunity of comparing the bulk with the sample;
(c)there is an implied condition that the goods shall be free from
any defect, rendering them unmerchantable, which would not
be apparent on reasonable examination of the sample.
PART II
EFFECTS OF THE CONTRACT
Transfer of property as between seller and buyer
18. Where 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.
19. (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 as 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.
20. Unless a different intention appears, the following are rules for
ascertaining the intention of the parties as to the time at which the
property in the goods is to pass to the buyer
Rule 1. Where 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 whether the
time of payment or the time of delivery, or both, be postponed.
Rule 2. Where 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 into a deliverable state, the property does not pass until
such thing be done, and the buyer has notice thereof.
Rule 3. Where 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 such
act or thing be done, and the buyer has notice thereof.
Rule 4. When goods are delivered to the buyer on approval or 'on
sale or return- or other similar terms, the property therein passes to the
buyer
(a)when he signifies his approval or acceptance to the seller or
does any other act adopting the transaction;
(b)if he does not signify his approval or acceptance to the seller
but retains the goods without giving notice of rejection, then,
if a time has been fixed for the return of the goods, on the
expiration of such time, and if no time has been fixed, on the
expiration of a reasonable time. What is a reasonable time is a
question of fact.
Rule 5. (1) Where 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. Such assent may be express or implied, and may be given either
before or after the appropriation is made.
(2) Where, in pursuance of 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, he is deemed to have unconditionally
appropriated the goods to the contract.
21. (1) Where there is a contract for the sale of specific goods, or
where goods are subsequently appropriated to the contract, the seller
may, by the terms of the contract or appropriation, reserve the right of
disposal of the goods until certain conditions are fulfilled. In such 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.
(2) Where goods are shipped, and by the bill of lading the goods
are deliverable to the order of the seller or his agent, the seller is prima
facie deemed to reserve the right of disposal.
(3) Where 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 he does not honour the bill of
exchange, and if he wrongfully retains the bill of lading the property in
the goods does not pass to him.
22. Unless otherwise agreed, the goods remain at the seller's risk
until the property therein is transferred to the buyer, but when the
property therein is transferred to the buyer the goods are at the buyer's
risk, whether delivery has been made or not:
Provided that where delivery has been delayed through the fault of
either seller or buyer, the goods are at the risk of the party in fault as
regards any loss which might not have occurred but for such fault:
Provided, also, that nothing in this section shall affect the duties or
liabilities of either seller or buyer as a bailee of the goods of the other
party.
Transfer of title
23. (1) Subject to the provisions of this Ordinance, where goods are
sold by a person who is not the owner thereof, and who does not sell
them under the authority or with the consent of the owner, the buyer
acquires no better title to the goods than the seller had, unless the
owner of the goods is by his conduct precluded from denying the
seller's authority to sell.
(2)Provided, also, that nothing in this Ordinance shall affect-
(a)the provisions of the Factors Ordinance, or any enactment
enabling the apparent owner of goods to dispose of them as if
he were the true owner thereof; or (Amended, 8 of 1912,s.47)
(b)the validity of any contract of sale under any special common
law or statutory power of sale or under the order of a court of
competent jurisdiction.
24. (1) Where goods are openly sold in a shop or market in the
Colony, in the ordinary course of the business of such shop or market,
the buyer acquires a good title to the goods, provided he buys them in
good faith and without notice of any defect or want of title on the part of
the seller.
(2)[Deleted, 58 of 1977, s. 7]
25. When the seller of goods has a voidable title thereto, but his
title has not been avoided at the time of the sale, the buyer acquires a
good title to the goods, provided he buys them in good faith and
without notice of the seller's defect of title.
26. [Repealed, 21 of 1970, s. 351
27. (1) Where a person having 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
him, of the goods or documents of title, under any sale, pledge, or other
disposition thereof, to any person receiving the same in good faith and
without notice of the previous sale, shall have the same effect as if the
person making the delivery or transfer were expressly authorized by
the owner of the goods to make the same.
(2) Where a person having bought or agreed to buy goods obtains,
with the consent of the seller, possession of the goods or the
documents of title to the goods, the delivery or transfer by that person,
or by a mercantile agent acting for him, of the goods or documents of
title, under any sale, pledge, or other disposition thereof, to any person
receiving the same in good faith and without notice of any lien or other
right of the original seller in respect of the goods, shall have 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.
(3) In this section, 'mercantile agent has the same meaning as in the
Factors Ordinance. (Amended, 8 of 1912, s. 47, and 5 of 1924,s.13)
28. (1) writ of fieri facias or other writ of execution against h
goods shall bind A bind the [c property in the goods of the execution
debtor as from the time when the writ is delivered to the bailiff to be
executed; for the better manifestation of such time, it shall be the duty of
the bailiff without fee, upon the receipt of any such writ to indorse upon
the back thereof the hour, day, month, and year
,c the
when he re received same:
Provide that such writ shall prejudice the title to such goods
acquired by any pers in good faith and for valuable consideration,
unless such person ha at the time when he acquired his title, notice that
such writ, or any other er writ by virtue of which the goods of the
execution debtor might seized or attached, had been delivered to and
remained unexecuted the hands of the bailiff
(2) In this section, ba bailiff includes any officer charged with the
enforcement of a writ of ex execuion (Amended, 5 of 1924, s. 13)
PART HI
PERFORMANCE OF THE
CONTRACT
29. 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.
30. 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.
31. (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. Apart
from any such contract, express or implied, the place of delivery is the
seller's place of business, if he has one, and if not his residence:
Provided that, if the contract is for the sale of specific 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 delivery.
(2) Where 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.
(3) Where the goods at the time of sale are in the possession of
a third person, there is no delivery by seller to buyer unless and until
such third person acknowledges to the buyer that he holds the goods
on his behalf:
Provided that nothing in this section shall affect the operation
of the issue or transfer of any document of title to goods.
(4) Demand or tender of delivery may be treated as ineffectual
unless made at a reasonable hour. What is a reasonable hour is a
question of fact.
(5) Unless otherwise agreed, the expenses of and incidental to
putting the goods into a deliverable state must be borne by the seller.
32. (1) Where the seller delivers to the buyer a quantity of
goods less than he contracted to sell, the buyer may reject them, but
if the buyer accepts the goods so delivered, he must pay for them at
the contract rate.
(2) Where the seller delivers to the buyer a quantity of goods
larger than he contracted to sell, the buyer may accept the goods
included in the contract and reject the rest, or he may reject the
whole. If the buyer accepts the whole of the goods so delivered he
must pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods he con-
tracted to sell mixed with goods of a different description not
included in the contract the buyer may accept the goods which are
in accordance with the contract and reject the rest, or he may reject
the whole.
(4) The provisions of this section are subject to any usage of
trade, special agreement, or course of dealing between the parties.
33. (1) Unless otherwise agreed, the buyer of goods is not
bound to accept delivery thereof by instalments.
(2) Where there is a contract for the sale of goods to be de-
livered by stated instalments, which are to be separately paid for,
and the seller makes defective deliveries in respect of one or more
instalments, or the buyer neglects or refuses to take delivery of or
pay for one or more instalments, it is a question in each case depend-
ing on the terms of the contract and the circumstances of the case,
whether the breach of contract is a repudiation of the whole con~
or whether it is a severable breach giving rise to a claim for compen-
sation but not to a right to treat the whole contract as repudiated.
34. (1) Where, in pursuance of a contract of sale, the seller is
authorized or required to send the goods to the buyer, delivery of the
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
delivery of the goods to the buyer.
(2) Unless otherwise authorized by the buyer, the seller must
make such contract with the carrier on behalf of the buyer as may be
reasonable having regard to the nature of the goods and the other
circumstances of the case. 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 to himself, or may hold
the seller responsible in damages.
(3) Unless otherwise agreed, where goods are sent by the seller
to the buyer by a route involving sea transit, in circumstances in
which it is usual to insure, the seller must give such notice to the
buyer as may enable him to insure them during their sea transit,
and, if the seller fails to do so, the goods shall be deemed to be at
his risk during such sea transit.
35. Where the seller of goods agrees to deliver them at his own
risk at a place other than that where they are when sold, the buyer
must, nevertheless, unless otherwise agreed, take any risk of deteri-
oration in the goods necessarily incident to the course of transit.
36. (1) Where goods are delivered to the buyer, which he has
not previously examined, he is not deemed to have accepted them
unless and until he 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, he 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.
37. The buyer is deemed to have accepted the goods when he
intimates to the seller that he has accepted them, or (except where
section 36 otherwise provides) when the goods have been delivered
to him, and he does any act in relation to them which is inconsistent
with the ownership of the seller, or when after the lapse of a reason-
able time, he retains the goods without intimating to the seller that
he has rejected them.
(Amended, 47 of 1969, s. 5)
38. Unless otherwise agreed, where goods are delivered to the
buyer, and he refuses to accept them, having the right to do so, he is
not bound to return them to the seller, but it is sufficient if he
intimates to the seller that he refuses to accept them.
39. When 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 such request take delivery of the goods, he is
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 custody
of the goods:
Provided that nothing in this section shall affect the rights of the
seller where the neglect or refusal of the buyer to take delivery amounts
to a repudiation of the contract.
PART IV
RIGHTS OF UNPAID SELLER AGAINST THE
GOODS
40. (1) The seller of goods is deemed to be an unpaid seller within
the meaning of this Ordinance
(a)when the whole of the price has not been paid or tendered;
(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 by reason of the
dishonour of the instrument or otherwise.
(2) In this Part, 'seller' includes any 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 indorsed, or a consignor or agent who has himself paid,
or is directly responsible for, the price. (Amended, 5 of 1924, s. 13)
41. Subject to the provisions of this Ordinance and of any
enactment in that behalf, notwithstanding that the property in the goods
may have passed to the buyer, the unpaid seller of goods as such, has
by implication of law
(a)a lien on the goods or right to retain them for the price while
he is in possession of them;
(b)in case of the insolvency of the buyer, a right of stopping the
goods in transitu after he has parted with the possession of
them;
(c) a right of re-sale as limited by this Ordinance.
42. Where the property in goods has not passed to the buyer, the
unpaid seller has, in addition to his other remedies, a right of
withholding delivery similar to and co-extensive with his rights of lien
and stoppage in transitu where the property has passed to the buyer.
Unpaid seller's lien
43. (1) Subject to the provisions of this Ordinance, the unpaid seller
of goods who is in possession of them is entitled to retain possession of
them until payment or tender of the price in the following cases, namely
(a)where the goods have been sold without any stipulation as to
credit;
(b)where the goods have been sold on credit, but the term of
credit has expired;
(c)where the buyer becomes insolvent.
(2) The seller may exercise his right of lien notwithstanding that he
is in possession of the goods as agent or bailee for the buyer.
44. Where an unpaid seller has made part delivery of the goods, he
may exercise his right of lien or retention on the remainder, unless such
part delivery has been made in such circumstances as to show an
agreement to waive the lien or right of retention.
45. (1) The unpaid seller of goods loses his lien or right of retention
thereon
(a)when he delivers the goods to a carrier or other bailee 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 goods;
(c)by waiver thereof.
(2) The unpaid seller of goods, having a lien or right of retention
thereon, does not lose his lien or right of retention by reason only that
he has obtained judgment for the price of the goods.
Stoppage in transitu
46. Subject to the provisions of this Ordinance, 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, he may resume possession of the goods as long as they are in
course of transit, and may retain them until payment or tender of the
price.
47. (1) Goods are deemed to be in course of transit from the time
when they are delivered to a carrier by land or water, or other bailee for
the purpose of transmission to the buyer, until the buyer, or his agent in
that behalf, takes delivery of them from such carrier or other bailee.
(2) If the buyer or his 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 his agent, that he
holds the goods on his behalf and continues in possession of them as
bailee for the buyer or his 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 them back.
(5) When goods are delivered to a ship chartered by the buyer, it is
a question depending on the circumstances of the particular case
whether they are in the possession of the master as a carrier, or as agent
to the buyer.
(6) Where the carrier or other bailee wrongfully refuses to deliver
the goods to the buyer or his agent in that behalf, the transit is deemed
to be at an end.
(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 in
transitu, unless such part delivery has been made in such circumstances
as to show an agreement to give up possession of the whole of the
goods.
48. (1) The unpaid seller may exercise his right of stopping in
transitu either by taking actual possession of the goods or by giving
notice of his claim to the carrier or other bailee in whose possession the
goods are. Such notice may be given either to the person in actual
possession of the goods or to his principal. In the latter case the notice,
to be effectual, must be given at such time and in such circumstances
that the principal, by the exercise of reasonable diligence, may
communicate it to his servant or agent in time to prevent a delivery to
the buyer.
(2) When notice of stoppage in transitu is given by the seller to the
carrier or other bailee in possession of the goods, he must re-deliver the
goods to, or according to the directions of, the seller. The expenses of
such re-delivery must be borne by the seller.
Re-sale by buyer or seller
49. Subject to the provisions of this Ordinance, the unpaid seller's
right of lien or retention or stoppage in transitu is not affected by any
sale or other disposition of the goods which the buyer may have made,
unless the seller has assented thereto:
Provided that where a document of title to goods has been lawfully
transferred to any person as buyer or owner of the goods, and that
person transfers the document to a person who takes the document in
good faith and for valuable consideration, then, if such last-mentioned
transfer was by way of sale, the unpaid seller's right of lien or retention
or stoppage in transitu is defeated, and if such last mentioned transfer
was by way of pledge or other disposition for value, the unpaid seller's
right of lien or retention or stoppage in transitu can only be exercised
subject to the rights of the transferee.
50. (1) Subject to the provisions of 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 stoppage in transitu.
(2) Where an unpaid seller who has exercised his right of lien or
retention or stoppage in transitu re-sells the goods, the buyer acquires
a good title thereto as against the original buyer.
(3) Where the goods are of a perishable nature, or where the
unpaid seller gives notice to the buyer of his intention to re-sell, and the
buyer does not within a reasonable time pay or tender the price, the
unpaid seller may re-sell the goods and recover from the original buyer
damages for any loss occasioned by his breach of contract.
(4) Where the seller expressly reserves a right of re-sale in case the
buyer should make default, and on the buyer making default, re-sells the
goods, the original contract of sale is thereby rescinded, but without
prejudice to any claim the seller may have for damages.
PART V
ACTIONS FOR BREACH OF THE CONTRACT
Remedies of seller
51. (1) Where, under a contract of sale, the property in the goods
has passed to the buyer, and the buyer wrongfully neglects or refuses
to pay 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
certain irrespective of delivery, and the buyer wrongfully neglects or
refuses to pay such 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.
52. (1) Where the buyer wrongfully neglects or refuses to accept
and pay for the goods, the seller may maintain an action against him for
damages for non-acceptance.
(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) Where there is an available market for the goods in question, 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, then at the time of the neglect or refusal to accept.
Remedies of buyer
53. (1) Where 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 non-delivery.
(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) Where there is an available market for the goods in question, 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 for delivery, then at the time of the neglect or refusal to
deliver.
54. In any action for breach of contract to deliver specific or
ascertained goods, the court may, if it thinks fit, on the application of the
plaintiff, by its judgment direct that the contract shall be performed
specifically, without giving the defendant the option of retaining the
goods on payment of damages. The judgment may be unconditional, or
on such terms and conditions as to damages, payment of the price, and
otherwise, as to the court may seem just. The application by the plaintiff
may be made at any time before judgment.
55. (1) Where there is a breach of warranty by the seller, or where
the buyer elects, or is compelled, to treat any breach of a condition on
the part of the seller as a breach of warranty, the buyer is not, by reason
only of such breach of warranty, entitled to reject the goods; but he 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) In the case of breach of warranty of quality, such 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 him from
maintaining an action for the same breach of warranty if he has suffered
further damage.
56. Nothing in this Ordinance shall affect the right of the buyer or
the seller to recover interest or special damages in any case where by
law interest or special damages may be recoverable, or to recover money
paid where the consideration for the payment of it has failed.
PART VI
SUPPLEMENTARY
57. (1) Subject to subsections (2) to (11) where any right, duty or
liability would arise under a contract of sale of goods by implication of
law, it may be negatived or varied by express agreement, or by the
course of dealing between the parties, or by usage if the usage is such
as to bind both parties to the contract.
(2) An express condition or warranty does not negative a condition
or warranty implied by this Ordinance unless inconsistent therewith.
(3) In the case of a contract of sale of goods, any term of that or
any other contract exempting 1 from all or any of the provisions of
section 14 shall be void.
(4) In the case of a contract of sale of goods, any term of that or any
other contract exempting from all or any of the provisions of ~on 15, 16
or 17 shall be void in the case of a consumer sale and shall, in any other
case, not be enforceable to the extent that it is shown that it would not
be fair or reasonable to allow reliance on the term.
(5) In determining for the 1 purposes of subsection (4) whether or
not reliance on any such term. would be fair or reasonable regard shall
be had to all the circumstances of the case and in particular to the
following matters
(a)the strength of the bargaining positions of the seller and
buyer relative to each other taking into account, among other
things, the availability of suitable alternative products and
sources of supply;
(b)whether the buyer received an inducement to agree to the
term or in accepting it d an opportunity of buying the goods or
suitable alternatives without it from any source of supply;
(c)whether the buyer knew c or ought reasonably to have known
of the existence and ex. extent of the term (having regard,
among other things, to any custom of the trade and any
previous course of dealing g between the parties);
(d)where the term exempts from all or any of the provisions of
section 15, 16 or 17 if some condition is not complied with,
whether it was reasonable at the time of the contract to expect
that compliance with that condition would be practicable;
(e)whether the goods were e manufactured. processed, or
adapted to the special or order of the buyer.
(6) Subsection (5) shall not p prevent the court from holding, in
accordance with any rule of law, that a term which purports to exclude
or restrict any of the proyisions of section 15, 16 or 17 is not a term of
the contract.
(7)In this section 'consumer sales means a sale of goods
competitive
(other than a sale by auction or by tender) by a seller in the course of
a business where the goods
(a)are of a type ordinarily bought for private use or consumption;
and
(b)are sold to a person who does not buy or hold himself out as
buying them in the course a business.
(8) The onus of proving hat a sale c falls to be treated for the
purposes of this section as not being a consumer sale shall lie on the
party so contending.
(9) Any reference in this section to a term exempting from all or any
of the provisions of any section of this Ordinance is a reference to a term
which purports to exclude or restrict, or has the effect of excluding or
restricting, the operation of all or any of the provisions of that section, or
the exercise of a right lit conferred by any provision of that section, or
any liability of the seller for breach of a condition or warranty implied by
any provision of that section.
(10) It is hereby declare 'at any reference in this section to a
declared the
term of a contract includes a reference to a term which although not
contained in a contract is incorporated in the contract by another
term of the contract.
(11) This section is subject section 62(5).
(Replaced, 58 of 1977, s. 8)
57A.
Where the proper law of a contract for the sale of goods
would, apart from a term that it should be the law of some other
country or a termlike effect be the law of Hong Kong, or
where any such contract contains a term which purports to substitute,
or has the effect of substituting, provisions of the law of some other
country for all or any of the provisions of sections 14 to 17 and 57,
those sections shall notwithstanding that term but subject to section
62(5), apply to the contract. (Added, 58 of 1977, s. 9)
58. Where, by this Ordinance. any reference is made to a
reasonable time, the question what is a reasonable time is a question of
fact.
59. Where any right, duty, or liability is declared by this Ordinance,
it may, unless otherwise provided by this Ordinance, be enforced by
action.
60. In the case of a sale by auction-
(a)where goods are put up for sale by auction in lots, each lot is
prima facie deemed to be the subject of a separate contract of
sale;
(b)a sale by auction is complete when the auctioneer announces
its completion by the fall of the hammer, or in other customary
manner. Until such announcement is made any bidder may
retract his bid;
(c)where a sale by auction is not notified to be subject to a right
to bid on behalf of the seller, it shall not be lawful for the seller
to bid himself or to employ any person to bid at such sale, or
for the auctioneer knowingly to take any bid from the seller or
any such person. Any sale contravening this rule may be
treated as fraudulent by the buyer;
(d)a sale by auction may be notified to be subject to a reserve or
upset price, and a right to bid may also be reserved expressly
by or on behalf of the seller.
61. Where a right to bid is expressly reserved, but not otherwise,
the seller, or any one person on his behalf, may bid at the auction.
62. (1) The rules in bankruptcy relating to contracts of sale shall
continue to apply thereto, notwithstanding anything in this Ordinance.
(2) The rules of the common law, including the law merchant, save
in so far as they are inconsistent with the express provisions of this
Ordinance, and in particular the rules relating to the law of principal and
agent, and the effect of fraud, misrepresentation, duress or coercion,
mistake, or other invalidating cause, shall continue to apply to contracts
for the sale of goods.
(3) Nothing in this Ordinance or in any repeal effected thereby shall
affect the enactments relating to bills of sale, or any enactment relating
to the sale of goods which is not expressly repealed by this Ordinance.
(4) The provisions of this Ordinance relating to contracts of sale do
not apply to any transaction in the form of a contract of sale which is
intended to operate by way of mortgage, pledge, charge, or other
security.
(5) Nothing in section 57 or 57A shall prevent the parties to a
contract for !Binterational sale of goods from negativing or
varying any rig right duty orwhich would otherwise arise by
implication of law under ctions 14 to 17 (Added, 58 of 1977, S. 10)
(6) The amendments of this Ordinance made by the Sale of Goods
(Amendment) Ordinance 1977 shall not apply to contracts to which this
Ordinance applies which were entered into prior to the date of
commencement of that Ordinance; and all such contracts shall continue
to be governed by the provisions of this Ordinance in operation
immediately prior to the date of commencement of the Sale of Goods
(Amendment) Ordinance 1977. (Added, 58 of 1977, S. 10)
Note. The following Imperial Statutes and parts thereof so far as they were
applicable in Hong Kong were repealed by this Ordinance
1 James 1, c.21. An Act against Brokers.
29 Car. 2, c.3. The Statute of Frauds, sections 15 and 16.
9 Geo. 4, c. 14.The Statute of Frauds Amendment Act, 1828, section 7.
Originally 7 of 1896. (Cap. 26, 1950.) 50 of 1911. 8 of 1912. 5 of 1924. 47 of 1969. 21 of 1970. 58 of 1977. 1893 c. 71. Short title. Interpretation. 1973 c. 13, s. 7(1). 1973 c. 13, s. 7(2). Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Existing or future goods. Goods which have perished. Goods perishing before sale but after agreement to sell. Ascertainment of price. Agreement to sell at valuation. Stipulations as to time. When condition to be treated as warranty. Implied undertaking as to title etc. 1973 c. 13, s. 1. Sale by description. 1973 c. 13, s. 2. Implied undertakings as to quality or fitness. 1973 c. 13, s. 3. Sale by sample. Goods must be ascertained. Property passes when intended to pass. Rules for ascertaining intention. Reservation of right of disposal. Risk prima facie passes with property. Sale by person not owner. (Cap. 48.) Market overt. Sale under voidable title. Seller or buyer in possession after sale. (Cap. 48.) Effect of writ of execution. Duties of seller and buyer. Payment and delivery are concurrent conditions. Rules as to delivery. Delivery of wrong quantity. Delivery by instalments. Delivery to carrier. Risk where goods are delivered at distant place. Buyer's right of examining goods. Acceptance of goods. Buyer not bound to return rejected goods. Liability of buyer for neglecting or refusing to take delivery of goods. Definition of unpaid seller. Unpaid seller's rights. Withholding delivery. Unpaid seller's lien. Part delivery. Termination of lien. Right of stoppage in transitu. Duration of transit. How stoppage in transitu is effected. Effect of sub-sale or pledge by buyer. Sale not generally rescinded by lien or stoppage in transitu. Action for price. Damages for non-acceptance. Damages for non-delivery. Specific performance. Remedies for breach of warranty. Interest and special damages. Exclusion of implied terms and conditions. 1973 c. 13, s. 4. Conflict of laws. 1973 c. 13, s. 5. Reasonable time a question of fact. Right, etc., enforceable by action. Auction sale. Reservation of right to bid. Saving. 1973 c. 13, s. 6. (58 of 1977.)
Abstract
Originally 7 of 1896. (Cap. 26, 1950.) 50 of 1911. 8 of 1912. 5 of 1924. 47 of 1969. 21 of 1970. 58 of 1977. 1893 c. 71. Short title. Interpretation. 1973 c. 13, s. 7(1). 1973 c. 13, s. 7(2). Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Existing or future goods. Goods which have perished. Goods perishing before sale but after agreement to sell. Ascertainment of price. Agreement to sell at valuation. Stipulations as to time. When condition to be treated as warranty. Implied undertaking as to title etc. 1973 c. 13, s. 1. Sale by description. 1973 c. 13, s. 2. Implied undertakings as to quality or fitness. 1973 c. 13, s. 3. Sale by sample. Goods must be ascertained. Property passes when intended to pass. Rules for ascertaining intention. Reservation of right of disposal. Risk prima facie passes with property. Sale by person not owner. (Cap. 48.) Market overt. Sale under voidable title. Seller or buyer in possession after sale. (Cap. 48.) Effect of writ of execution. Duties of seller and buyer. Payment and delivery are concurrent conditions. Rules as to delivery. Delivery of wrong quantity. Delivery by instalments. Delivery to carrier. Risk where goods are delivered at distant place. Buyer's right of examining goods. Acceptance of goods. Buyer not bound to return rejected goods. Liability of buyer for neglecting or refusing to take delivery of goods. Definition of unpaid seller. Unpaid seller's rights. Withholding delivery. Unpaid seller's lien. Part delivery. Termination of lien. Right of stoppage in transitu. Duration of transit. How stoppage in transitu is effected. Effect of sub-sale or pledge by buyer. Sale not generally rescinded by lien or stoppage in transitu. Action for price. Damages for non-acceptance. Damages for non-delivery. Specific performance. Remedies for breach of warranty. Interest and special damages. Exclusion of implied terms and conditions. 1973 c. 13, s. 4. Conflict of laws. 1973 c. 13, s. 5. Reasonable time a question of fact. Right, etc., enforceable by action. Auction sale. Reservation of right to bid. Saving. 1973 c. 13, s. 6. (58 of 1977.)
Identifier
https://oelawhk.lib.hku.hk/items/show/2261
Edition
1964
Volume
v3
Subsequent Cap No.
26
Number of Pages
23
Files
Collection
Historical Laws of Hong Kong Online
Citation
“SALE OF GOODS ORDINANCE,” Historical Laws of Hong Kong Online, accessed November 15, 2024, https://oelawhk.lib.hku.hk/items/show/2261.
