SALE OF GOODS ORDINANCE, 1896
Title
SALE OF GOODS ORDINANCE, 1896
Description
ORDINANCE No. 4 OF 1896.
Sale of Goods
AN ORDINANCE to codify the Law relating to the Sale of
Goods.
[1st August,1896.]
BE it enacted by the Governor of Hongkong ,with the advice and
consent of the Legislative Council thereof,as follows:-
1.This Ordinance may be cited as the Sale of Goods Ordinance,1896.
2.-(1.)In this Ordinance,unless the context or subject-matter
otherwise requires,-
'Action' includes suit,counterclaim,and set-off:
'Buyer' means a person who buys or agrees to buy goods;
'Contract of sale' includes an agreement to sell as well as a sale:
'Delivery' means coluntary 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 otehr document used in the ordinary
course of business as proof of the possession or control of goods,or
authorizing or purportinf 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' mean goods to be manufactured or acquired by
the seller after the making of the contract of sale:
'Goods' include 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 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 rigth to reject the goods and treat tje
contract as repudiated.
(2.)A thing is deemed to be done 'in good faith' within the
meaning of this Oridnance when it is in fact done honestly,whether it
is done negligently or not.
(3.)A person is deemed to be insolvent within the meaning of this
Ordinance who either has ceased to pay his debts in the ordinary course
of business or cannot pay his debts as they come due,whether he has
committed an act of bankruptcy or not and whether he has been
adjudged bankrupt or not.
(4.)Goods are in a 'deliverable state' within the meaning of this
Ordinance when they are in such a state that the buyer would,under
the contract,be bounded to take delivery of them.
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 trans-
ferred 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 agrrement to sell becomes a sale when the time elapses or the
conditions are fulfilled subject ot which the property in the goods is ot
be transferred. 4.-(1.)Capacity to buy and sell is regulated by the general law con-
cerning capacity to contract and to transfer and acquire property:Pro-
vided 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 in-
competent to contract,he must pay a reasonable price therefor.
(2.)Necessaries in this seciton mean 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:Pro-
vided that nothing in this seciton shall affect the law relating to corpora-
tions.
6.-(1.)A contract for the sale of any goods of the value of one
hundred dollars or upwards shall not be enforceable by action unless the
buyer accepts part of the goods so sold,and actually receives the same,
or gives something in earnest to bind the contract or in part payment,or
unless some note or memorandum in writing of the contract is made and
signed by the party to be charged or his agent in that behalf.
(2.)The provisions of this seciton apply to eveyr such contract,not-
withstanding that the goods may be intended to be delivered at some
future time,or may not at the time of such contract be actually made,
procured,or provided,or fit or ready for delivery,or some act may be
requisite for the making or completing thereof or rendering the same fit
for delivery.
(3.)There is an acceptance of goods within the meaning of this section
when the buyer does any act in relation to the goods which rexognizes a
pre-existing contract of sale,whether there is an acceptance in perform-
ance of the contract or not.
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 a 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 deter-
mined by the course of dealing between the parties.
(2.)Where the price is not determined in accordance with the fore-
going 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 is the goods or nay oart thereof have been delivered to
and appropriated by the buyer,the party not in default may maintain
an action for damages against the party in default.
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 con-
tract.
(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 repudicated,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 con-
tract.
(3.)Where a contract of sale is not severable,and the buyer has
accepted the goods or part thereof,or where the contract is for specific
goods,the property in which has passed to the buyer,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.
(4.)Nothing in this section shall affect the case of any condition or
warranty.fulfilment of which is excused by law by reason of impossi-
bility or otherwise.
14.In a contract of sale,unless the circumstances of the contract are
such as to show a different intention,there is-
(1.)an implied condition on the part of the seller that,in the case of
a sale,he has a right to sell the goods,and that,in the case of an
agreement to sell,he will have a rigth to sell the goods at the time
when the property is to pass:
(2.)an implied warranty that the buyer shall have and enjoy quiet
possession of the goods:
(3.)an implied warranty that the goods shall be free from any
charge or encumbrance in favour of any third party,not declared
or knwon to the buyer before or at the time when the contract
is made.
15.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.
16.Subject to the provisions of this Orsinance and of any enactment
in that behalf,there is no implied warranty or condition as to the
quality or fitness for any particular purpose of goods supplied under a
contract of sale,except as follows:-
(1.)where the buyer,expressly or by implication,makes knwon to
the seller the particular purpose for which the goods are required,
so as to show that the buyer relies on the seller's skill or judgment,
and the goods are of a description which it is in the course of the
seller's business to supply (whether he is the manufacturer or not),
there is an implied condition that the goods shall be reasonably fit for such purpose:Provided that,in the case of a contract for the
sale of a specified article under its patent or other trade name,there
is no implied condition as to its fitness for any particular purpose:
(2.)where goods are bought by description from a seller who deals
in goods of that description (whether he is the manufacturer or
not),there is an implied condition that the goods shall be of
merchantable quality:Provided that,if the buyer has examined
the goods,there shall be no implied condition as regards defects
which such examination ought to have revealed:
(3.)an implied warranty or condition as to quality or fitness for a
particular purpose may be annexed by the usage of trade:
(4.)an express warranty or condition does not negative a warranty
or condition implied by this Ordinance,unless inconsistent therewith.
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 effetc.
(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,whch 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 as-
certained goods,the property in them is transferred to the buyer at such
time as the parties to the contract intended 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 or delivery,or both is
or are 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 is 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,meassure,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 or 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,in
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.-Where there is a contract for the sale of unascertained
of future goods by description,and goods of that description to the con-
tract,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 there-
upon passes to the buyer.Such assent may be express or implied,
and may be given either before or after the appropriation is made:
(b.)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 im-
posed 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
transmit the bill of excahnge and bill of lading to the buyer together to
secure acceptance or oayment of the bill of exchange,the buyer is bound
to return the bill of lading is 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.
Trabsfer 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 fronm denying the seller's
authority to sell.
(2.)Provided,also,that nothing in this Ordinance shall affect-
(a.)the provisions of any Acts or Ordinances relating to factors
which may from time to time be in force in this Colony,or any
enactment enabling the apparent owner of goods to dispose of
them as if he were the true owner thereof;or
(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 this
Colony,in the ordinary course of the 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.)Nothing in this section shall affect the law relating to the sale of
horses.
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.-(1.)Where goods have been stolen and the offender is prosecuted
to conviction,the property in the goods so stolen revests in the person
who was the owner of the goods or his personal representative,notwith-
standing any intermediate dealing with them,whether by sale in accord-
ance with the provisions of section 24 or otherwise.
(2.)Notwithstanding any enactment to the contrary,where goods
have been obtained by fraud or other wrongful means not amounting to
larceny,the property in such goods shall not revest in the perosn who
was the owner of the goods,or his personal representative,by reason
only of the conviction of the offender.
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 merchantile 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,te delivery or transfer by that person,or by a
merchantile against 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 merchantile
agent in possession of the goods or documents of title with the consent of
the owner.
(3.)In this seciton the term 'merchantile agent' means a merchantile
agent having,in thr customary course of his business as much agent,
authority either to sell goods,or to consign goods for the purpose of sale,
or to buy goods,or to raise money on the security of goods. 28.-(1.)A writ of fieri facias or other writ of execution against
goods shall bind the property in the goods of the execution debtor as
from time to time when the writ is delivered to the bailiff to be executed;
and,for the better manifestation of such time,it shall be the duty of
the bailiff ,without fee,on the receipt of any such writ to indorse
upon the bank thereof the hour,day,month,and year when he received
the same:Provided that no such writ shall prejudice the title to such
goods acquired by any person in good faith and for valuable considera-
tion,unless such person had,at the time when he acquired his title ,notice
that such writ,or any other writ by virtue of which the goods of the
execution debtor might be seized or attached ,had been delivered to and
remained unexecuted in the hands of the bailiff.
(2.)In this section the term 'bailiff' includes any officer charged
with the enforcement of a writ of execution.
PART III.
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:Pro-
vided that,if the contract is for the sale of specific goods,which,to
the knowledge of the parties when the contract is mademare 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 delovery by the seller to the 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 con-
tract 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 th goods so delivered,he must pay for them
at the contract rate.
(3.)Where the seller delivers to the buyer the goods he contracted 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 delivered by
stated instalments,which are to be separately padi for,and the seller
makes defective deliveries in respect of one or more instalments o rthe
buyer neglects or refuses to take delivery of or pay for one or more
instalments,it is a question in each case depending on the terms of
the contract and the circumstances of the case,whether the breach of
contract is a repudiation of the whole contract or whether it is a sever-
able breach giving rise to a claim for compensation 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 purpose
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 reason-
able,having regard to the nature of the goods and the other circum-
stances 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 amy hold the seller
responsible in damages.
(3.)Unless otherwise agreed,wherre goods are sent by the seller to 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 buyer as may
unable 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 tham 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 deterioration in
the goods necessarily incident to the course of transit/
36.-(1.)Where goods are delivered to the buyer,which he has not
previusly examined,he is not deemed to have accepted them unless
and until he has not 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 ascer-
taining 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 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 reasonable time,he retains the goods without intimating to
the seller that he has rejected them.
38.Unless otherewise 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 requestmtake 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 cill 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 the term '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.
41.-(1.)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.
(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 withhold-
ing 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.
42.-(1.)Subject to the provisions of this Ordinance,the unpaid
seller of goods who is in possession of them is entitled to retain posses-
sion of them until payment or tender of ther 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. 43.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 under such circumstances as to show an
agreement to waive the lien or right of retention.
44.-(1.)The unpaid seller of goods loses his lien or right of reten-
tion 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 waive 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 a judgment for the price of the goods.
Stoppage in Transitu.
45.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.
46.-(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 under such cir-
cumstances as to show an agreement to give up possession of the whole
of the goods.
47.-(1.)The unpaid seller may exercise his right of stoppage is
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 under such circumstances
that the principal,by the exercise of reasonable diligence,may com-
municate 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 accoring to the directions of,the seller.The
expenses of such re-delivery must be borne by the seller.
Re-sale by Buyer or Seller.
48.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 con-
sideration,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 de-
feated,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 sabject ot the rights of the
transferee.
49.-(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.
50.-(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 pricemthe 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.
51.-(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 natu-
rally 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 be-
tween 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.
52.-(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 natu-
rally 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 damage is prima facie to be ascertained by the difference be-
tween 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.
53.In any action for breach of contract to deliver specific or ascer-
tained 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 fit.The application by the
plaintiff may be made at any time before judgment.
54.-(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 diminu-
tion 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 estimared
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 main-
taining an action for the same breach of warranty if he has suffered
further damage.
55.Nothing in this Ordinance shall affect the right of the buyer or
the seller or 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 or it has failed. PART VI.
SUPPLEMENTARY PROVISIONS.
56.Where any right,duty,or liability would arise under a contract
of sale 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.
57.Where,by this Ordinance,any reference is made to a reasonable
time,the question what is a reasonable time is a quesiton of fact.
58.Where any right,duty,or liability is declared by this Ordinance,it
may,unless otherwise provided by this Ordinance,be enforced by action.
59.-(1.)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 aid 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 reserved
or upset price,and a right to bid may also be reserved expressly
by or on behalf of the seller.
(2.)Where a right to bid is expressly reserved,but not otherwise,the
seller,or any one person on his ehalf,may bid at the auction.
60.The enactments mentioned in the Schedule to this Ordinance are
hereby repealed(so far as they are applicable to the Colony),as from the
commencement of this Ordinance,to the extent stated in the Schedule.
61.-(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 seal 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.
SCHEDULE.
This Schedule is to be read as referring to the Revised Edition of the
Statutes prepared under the direction of the Statute Law Committee.
TABLE OF ENACTMENTS REPEALED
* Commonly cited as sections 16 and 17.
A.D. 1896. Ordinance No. 7 of 1896. 56 & 57 Vict.c. 71.
Short title.
Interpretation of terms. Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Contract of sale for $100 and upwards. 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. Sale by description. Implied conditions as to quality or fitness. 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. See Ordinance No. 3 of 1896. Market overt. Sale under voidable title. Revesting of property in stolen goods on conviction of offender. Seller or buyer in possession after sale. 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. 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 subsale 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. Reasonable time a question of fact. Rights, etc., enforceable by action. Auction sale. Repeal of enactments. Schedule. Savings. Section 60.
Sale of Goods
AN ORDINANCE to codify the Law relating to the Sale of
Goods.
[1st August,1896.]
BE it enacted by the Governor of Hongkong ,with the advice and
consent of the Legislative Council thereof,as follows:-
1.This Ordinance may be cited as the Sale of Goods Ordinance,1896.
2.-(1.)In this Ordinance,unless the context or subject-matter
otherwise requires,-
'Action' includes suit,counterclaim,and set-off:
'Buyer' means a person who buys or agrees to buy goods;
'Contract of sale' includes an agreement to sell as well as a sale:
'Delivery' means coluntary 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 otehr document used in the ordinary
course of business as proof of the possession or control of goods,or
authorizing or purportinf 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' mean goods to be manufactured or acquired by
the seller after the making of the contract of sale:
'Goods' include 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 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 rigth to reject the goods and treat tje
contract as repudiated.
(2.)A thing is deemed to be done 'in good faith' within the
meaning of this Oridnance when it is in fact done honestly,whether it
is done negligently or not.
(3.)A person is deemed to be insolvent within the meaning of this
Ordinance who either has ceased to pay his debts in the ordinary course
of business or cannot pay his debts as they come due,whether he has
committed an act of bankruptcy or not and whether he has been
adjudged bankrupt or not.
(4.)Goods are in a 'deliverable state' within the meaning of this
Ordinance when they are in such a state that the buyer would,under
the contract,be bounded to take delivery of them.
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 trans-
ferred 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 agrrement to sell becomes a sale when the time elapses or the
conditions are fulfilled subject ot which the property in the goods is ot
be transferred. 4.-(1.)Capacity to buy and sell is regulated by the general law con-
cerning capacity to contract and to transfer and acquire property:Pro-
vided 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 in-
competent to contract,he must pay a reasonable price therefor.
(2.)Necessaries in this seciton mean 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:Pro-
vided that nothing in this seciton shall affect the law relating to corpora-
tions.
6.-(1.)A contract for the sale of any goods of the value of one
hundred dollars or upwards shall not be enforceable by action unless the
buyer accepts part of the goods so sold,and actually receives the same,
or gives something in earnest to bind the contract or in part payment,or
unless some note or memorandum in writing of the contract is made and
signed by the party to be charged or his agent in that behalf.
(2.)The provisions of this seciton apply to eveyr such contract,not-
withstanding that the goods may be intended to be delivered at some
future time,or may not at the time of such contract be actually made,
procured,or provided,or fit or ready for delivery,or some act may be
requisite for the making or completing thereof or rendering the same fit
for delivery.
(3.)There is an acceptance of goods within the meaning of this section
when the buyer does any act in relation to the goods which rexognizes a
pre-existing contract of sale,whether there is an acceptance in perform-
ance of the contract or not.
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 a 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 deter-
mined by the course of dealing between the parties.
(2.)Where the price is not determined in accordance with the fore-
going 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 is the goods or nay oart thereof have been delivered to
and appropriated by the buyer,the party not in default may maintain
an action for damages against the party in default.
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 con-
tract.
(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 repudicated,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 con-
tract.
(3.)Where a contract of sale is not severable,and the buyer has
accepted the goods or part thereof,or where the contract is for specific
goods,the property in which has passed to the buyer,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.
(4.)Nothing in this section shall affect the case of any condition or
warranty.fulfilment of which is excused by law by reason of impossi-
bility or otherwise.
14.In a contract of sale,unless the circumstances of the contract are
such as to show a different intention,there is-
(1.)an implied condition on the part of the seller that,in the case of
a sale,he has a right to sell the goods,and that,in the case of an
agreement to sell,he will have a rigth to sell the goods at the time
when the property is to pass:
(2.)an implied warranty that the buyer shall have and enjoy quiet
possession of the goods:
(3.)an implied warranty that the goods shall be free from any
charge or encumbrance in favour of any third party,not declared
or knwon to the buyer before or at the time when the contract
is made.
15.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.
16.Subject to the provisions of this Orsinance and of any enactment
in that behalf,there is no implied warranty or condition as to the
quality or fitness for any particular purpose of goods supplied under a
contract of sale,except as follows:-
(1.)where the buyer,expressly or by implication,makes knwon to
the seller the particular purpose for which the goods are required,
so as to show that the buyer relies on the seller's skill or judgment,
and the goods are of a description which it is in the course of the
seller's business to supply (whether he is the manufacturer or not),
there is an implied condition that the goods shall be reasonably fit for such purpose:Provided that,in the case of a contract for the
sale of a specified article under its patent or other trade name,there
is no implied condition as to its fitness for any particular purpose:
(2.)where goods are bought by description from a seller who deals
in goods of that description (whether he is the manufacturer or
not),there is an implied condition that the goods shall be of
merchantable quality:Provided that,if the buyer has examined
the goods,there shall be no implied condition as regards defects
which such examination ought to have revealed:
(3.)an implied warranty or condition as to quality or fitness for a
particular purpose may be annexed by the usage of trade:
(4.)an express warranty or condition does not negative a warranty
or condition implied by this Ordinance,unless inconsistent therewith.
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 effetc.
(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,whch 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 as-
certained goods,the property in them is transferred to the buyer at such
time as the parties to the contract intended 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 or delivery,or both is
or are 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 is 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,meassure,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 or 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,in
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.-Where there is a contract for the sale of unascertained
of future goods by description,and goods of that description to the con-
tract,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 there-
upon passes to the buyer.Such assent may be express or implied,
and may be given either before or after the appropriation is made:
(b.)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 im-
posed 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
transmit the bill of excahnge and bill of lading to the buyer together to
secure acceptance or oayment of the bill of exchange,the buyer is bound
to return the bill of lading is 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.
Trabsfer 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 fronm denying the seller's
authority to sell.
(2.)Provided,also,that nothing in this Ordinance shall affect-
(a.)the provisions of any Acts or Ordinances relating to factors
which may from time to time be in force in this Colony,or any
enactment enabling the apparent owner of goods to dispose of
them as if he were the true owner thereof;or
(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 this
Colony,in the ordinary course of the 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.)Nothing in this section shall affect the law relating to the sale of
horses.
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.-(1.)Where goods have been stolen and the offender is prosecuted
to conviction,the property in the goods so stolen revests in the person
who was the owner of the goods or his personal representative,notwith-
standing any intermediate dealing with them,whether by sale in accord-
ance with the provisions of section 24 or otherwise.
(2.)Notwithstanding any enactment to the contrary,where goods
have been obtained by fraud or other wrongful means not amounting to
larceny,the property in such goods shall not revest in the perosn who
was the owner of the goods,or his personal representative,by reason
only of the conviction of the offender.
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 merchantile 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,te delivery or transfer by that person,or by a
merchantile against 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 merchantile
agent in possession of the goods or documents of title with the consent of
the owner.
(3.)In this seciton the term 'merchantile agent' means a merchantile
agent having,in thr customary course of his business as much agent,
authority either to sell goods,or to consign goods for the purpose of sale,
or to buy goods,or to raise money on the security of goods. 28.-(1.)A writ of fieri facias or other writ of execution against
goods shall bind the property in the goods of the execution debtor as
from time to time when the writ is delivered to the bailiff to be executed;
and,for the better manifestation of such time,it shall be the duty of
the bailiff ,without fee,on the receipt of any such writ to indorse
upon the bank thereof the hour,day,month,and year when he received
the same:Provided that no such writ shall prejudice the title to such
goods acquired by any person in good faith and for valuable considera-
tion,unless such person had,at the time when he acquired his title ,notice
that such writ,or any other writ by virtue of which the goods of the
execution debtor might be seized or attached ,had been delivered to and
remained unexecuted in the hands of the bailiff.
(2.)In this section the term 'bailiff' includes any officer charged
with the enforcement of a writ of execution.
PART III.
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:Pro-
vided that,if the contract is for the sale of specific goods,which,to
the knowledge of the parties when the contract is mademare 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 delovery by the seller to the 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 con-
tract 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 th goods so delivered,he must pay for them
at the contract rate.
(3.)Where the seller delivers to the buyer the goods he contracted 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 delivered by
stated instalments,which are to be separately padi for,and the seller
makes defective deliveries in respect of one or more instalments o rthe
buyer neglects or refuses to take delivery of or pay for one or more
instalments,it is a question in each case depending on the terms of
the contract and the circumstances of the case,whether the breach of
contract is a repudiation of the whole contract or whether it is a sever-
able breach giving rise to a claim for compensation 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 purpose
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 reason-
able,having regard to the nature of the goods and the other circum-
stances 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 amy hold the seller
responsible in damages.
(3.)Unless otherwise agreed,wherre goods are sent by the seller to 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 buyer as may
unable 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 tham 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 deterioration in
the goods necessarily incident to the course of transit/
36.-(1.)Where goods are delivered to the buyer,which he has not
previusly examined,he is not deemed to have accepted them unless
and until he has not 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 ascer-
taining 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 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 reasonable time,he retains the goods without intimating to
the seller that he has rejected them.
38.Unless otherewise 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 requestmtake 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 cill 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 the term '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.
41.-(1.)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.
(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 withhold-
ing 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.
42.-(1.)Subject to the provisions of this Ordinance,the unpaid
seller of goods who is in possession of them is entitled to retain posses-
sion of them until payment or tender of ther 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. 43.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 under such circumstances as to show an
agreement to waive the lien or right of retention.
44.-(1.)The unpaid seller of goods loses his lien or right of reten-
tion 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 waive 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 a judgment for the price of the goods.
Stoppage in Transitu.
45.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.
46.-(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 under such cir-
cumstances as to show an agreement to give up possession of the whole
of the goods.
47.-(1.)The unpaid seller may exercise his right of stoppage is
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 under such circumstances
that the principal,by the exercise of reasonable diligence,may com-
municate 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 accoring to the directions of,the seller.The
expenses of such re-delivery must be borne by the seller.
Re-sale by Buyer or Seller.
48.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 con-
sideration,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 de-
feated,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 sabject ot the rights of the
transferee.
49.-(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.
50.-(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 pricemthe 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.
51.-(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 natu-
rally 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 be-
tween 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.
52.-(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 natu-
rally 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 damage is prima facie to be ascertained by the difference be-
tween 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.
53.In any action for breach of contract to deliver specific or ascer-
tained 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 fit.The application by the
plaintiff may be made at any time before judgment.
54.-(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 diminu-
tion 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 estimared
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 main-
taining an action for the same breach of warranty if he has suffered
further damage.
55.Nothing in this Ordinance shall affect the right of the buyer or
the seller or 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 or it has failed. PART VI.
SUPPLEMENTARY PROVISIONS.
56.Where any right,duty,or liability would arise under a contract
of sale 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.
57.Where,by this Ordinance,any reference is made to a reasonable
time,the question what is a reasonable time is a quesiton of fact.
58.Where any right,duty,or liability is declared by this Ordinance,it
may,unless otherwise provided by this Ordinance,be enforced by action.
59.-(1.)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 aid 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 reserved
or upset price,and a right to bid may also be reserved expressly
by or on behalf of the seller.
(2.)Where a right to bid is expressly reserved,but not otherwise,the
seller,or any one person on his ehalf,may bid at the auction.
60.The enactments mentioned in the Schedule to this Ordinance are
hereby repealed(so far as they are applicable to the Colony),as from the
commencement of this Ordinance,to the extent stated in the Schedule.
61.-(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 seal 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.
SCHEDULE.
This Schedule is to be read as referring to the Revised Edition of the
Statutes prepared under the direction of the Statute Law Committee.
TABLE OF ENACTMENTS REPEALED
* Commonly cited as sections 16 and 17.
A.D. 1896. Ordinance No. 7 of 1896. 56 & 57 Vict.c. 71.
Short title.
Interpretation of terms. Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Contract of sale for $100 and upwards. 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. Sale by description. Implied conditions as to quality or fitness. 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. See Ordinance No. 3 of 1896. Market overt. Sale under voidable title. Revesting of property in stolen goods on conviction of offender. Seller or buyer in possession after sale. 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. 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 subsale 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. Reasonable time a question of fact. Rights, etc., enforceable by action. Auction sale. Repeal of enactments. Schedule. Savings. Section 60.
Abstract
A.D. 1896. Ordinance No. 7 of 1896. 56 & 57 Vict.c. 71.
Short title.
Interpretation of terms. Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Contract of sale for $100 and upwards. 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. Sale by description. Implied conditions as to quality or fitness. 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. See Ordinance No. 3 of 1896. Market overt. Sale under voidable title. Revesting of property in stolen goods on conviction of offender. Seller or buyer in possession after sale. 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. 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 subsale 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. Reasonable time a question of fact. Rights, etc., enforceable by action. Auction sale. Repeal of enactments. Schedule. Savings. Section 60.
Short title.
Interpretation of terms. Sale and agreement to sell. Capacity to buy and sell. Mode of making contract of sale. Contract of sale for $100 and upwards. 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. Sale by description. Implied conditions as to quality or fitness. 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. See Ordinance No. 3 of 1896. Market overt. Sale under voidable title. Revesting of property in stolen goods on conviction of offender. Seller or buyer in possession after sale. 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. 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 subsale 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. Reasonable time a question of fact. Rights, etc., enforceable by action. Auction sale. Repeal of enactments. Schedule. Savings. Section 60.
Identifier
https://oelawhk.lib.hku.hk/items/show/691
Edition
1901
Volume
v2
Subsequent Cap No.
26
Cap / Ordinance No.
No. 4 of 1896
Number of Pages
19
Files
Collection
Historical Laws of Hong Kong Online
Citation
“SALE OF GOODS ORDINANCE, 1896,” Historical Laws of Hong Kong Online, accessed November 20, 2024, https://oelawhk.lib.hku.hk/items/show/691.
