SALE OF GOODS ORDINANCE, 1896
Title
SALE OF GOODS ORDINANCE, 1896
Description
No. 4 of 1896.
Sale of Goods
To codify the law relating to the Sale of Goods.
[1st August, 1896]
PART I.
FORMATION OF THE CONTRACT.
Contract of Sale.
1-(1) A contract of sale of goods is a contract whereby the
seller transfers or agrees to transfer, the property in goods to the
* See note to section 1.
The short title to this Ordinance is at the end, the sections having
been renumbered by No. 8 of 1912 which also authorised such
minor alterations in the grammar of the sections as were
necessary to make the ordinance asnearly uniform as possible
with the Sale of Goods Act 1893.
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.
Where. under a contract of sale the property in the, goods is
transferred from the seller to the buyer, the contract is called a sale;
but where the transfer of the property in the goods is to take place
at a future time or subject to some condition thereafter to be
the contract isealled zan. agreement to sell.
(4) An agreement to sell becomes a sale when the time elapses
or, the conditions are fulfilled subject to which the property in the
goods is to be transferred.
2.(1) Capacity to buy and sell is regulated by the general law
concerning, capacity to contract, and to transfer and acquire
property: Provided that where necessaries are sold and. delivered
to, an infant or minor, or to a person who, by reason of mental
incapacity or drankenness, is incompetent to, contrac, he must pay
a reasonable price therefor.
(2), Necessaries in this section mean goods suitable to the
condition in, life, of such infant or minor or other person, and to his
actual requirements at the tinie of the sale and delivery.
Forinalities of Contract.
3. 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 inny be implied from. the
conduct of the parties : Provided that nothing in this section shall
affect the law relating to corporations.
4.-(1) A contract for the sale of any goods of the value of 100
dollars. or upwards shall not be enforceable by action unless the
buyer shall accept part of the goods so sold, and actually receive the
same, or give 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 section apply to every such contract,
notwithstanding, that the goods may be intended to be delivered at
some future time, or may not at the time of such contract be
* See note to section 1,
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 wtich
recognises a, pre-existing contract of sale, whelher there it
acceptance in performance of the contractor not.
Subject-matter of Contract.
5.-(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 acqiisition
of which by the seller depends upon a contingency which may or
may not happen.
(3) Where by a contract of sale the seller purports to effect
a present sale of future goods, the contract operates as an agreement
to sell the goods.
6. Where there is a contract for the sale of specific goods, and
the goods, without the knowledge of Ihe seller, have perished at
the tinie when the contract is made, the contract is void.
7, Where there is anagreenient to sell specific goods, and subse
quently the goods, Without any fault on the part of the seller, or
buyer, perish before the risk passes to the buyer, the agreement A
thereby avoided.
Price.
8.-(1) The price in a contract of &ale may be fixed by the
contract, or may be left to be fixed in manner thereby agreed, or
may be determined by the course of dealing between the parties.
(2) Where the price is not determined in accordance with the
foregoing provisions, the buyer must pay a reasonable price. What
is a reasonable price is a question of fact dependent on the circum-
stances of each particular case.
9.-(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
See note to section 1.
such third party cannot or does not, iiiake such valuation, the agree-
ment is avoided : Provided that if the goods or any part thereof
have been delivered to and a propriated by the buyer, he must pay
a reasonable price therefor.
(2) Where such third party is prevented from making the
valuation by the fault of the seller or buyer, the party not in fault
may maintain an action for damages against the party in fault.
Conditions and Warranties.
10-(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 tinie is of the essence of the contract or not depends
on the terms of the contract.
(2) In a contract of sale ' month ' means privia facie calendar
month.
11-(1) Where a contract of sale is subject to any condition to
be fulfilled by the seller, the buyer may waive the condition, or may
elect to treat the breach of such condition as a breach of warranty,
and not as a ground for treating the contract as repudiated.
(2) Whether a stipulation in a contract of sale is a condition, the
breach of which may give rise to a right to treat the contract as
repudiated, or a warranty, the breach of which may give rise to a
claim for damages but not a right to reject the goods and treat the
contract as repudiated, depends in each case on the construction of
the contract. A stipulation may be a condition, though called a
warranty in the contract.
(3) Where a contract of sale is not severable, 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
impossibility or otherwise.
* See note to section 1.
12. 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 at the
of an agreement to sell, he will have a right 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 known to the buyer before or at the tinie when the contract is
made.
13. 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 sufficlent tbat the bulk of the goods corresponds
with the sample if the goods do not also corrospond with the des-
cription.
14. Subject to the provisions of this Ordinance and of any enact-
ment 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 known
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 the 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 tinder 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 thal, 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
* See note to section 1.
(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 conditioh does not negative a
warranty or condition implied by this Ordinance, unless inconsistent
therewith.
Sale by Sample.
15-(1) A contract of sale is a contract for sale by sample where
there is a term in the contract, express or implied, to that effect.
(2) In the case of a contract for sale by sample-
(a) There is an Implied condition that the bulk shall correspond
with the sample in quality :
(b) There is an implied condition that the buyer shall have a
reasonable opportunity of comparing the bulk with the sample:
(c) There is an implied condition that the goods shall be free
from any defect, rendering them unmerchantable, which would not
be apparent on reasonable examination of the sample.
PART II.
EFFECTS OF THE CONTRACT.
Transfer of Property as between Seller and Buyer.
16. Where there is a coniract for the sale, of unascertained goods
no property in the goods is transferred to the buyer unless and until
the goods are ascertained.
17.-( 1) Where there is a contract for the sale of specific
or ascertained goods, the property In theni is transferred to the
buyer at such time as the parties to the contract intend it to be
transferred.
(2) For the purpose of ascertaining the intention of the parties,
regard shall be had to the terms of the contract, the conduct of the
parties, and the circumstances of the case.
18. Unless a different intention appears, the following are rules
for ascertaining the intention of tho, 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
* See llute to sectioll 1.
passes to the buyer when the contract is made, and it is immaterial
whether the time of payment or the time of delivery, or both be
postponed.
Rule 2.- Where there is a, contract for the sale, of specific goods
and the seller is bound to do something to the goods, for the
purpose of putting them into a deliverable state, the property does
not pass until such thing be done, and the buyer has notice thereof,
Rule 3 - Where there is a contract for the sale of specific goods
in a deliverable state, but the seller is bound to weigh, measure,
test, or do some other act or thing with reference to the goods for
the purpose of ascertaining the price, the property does not pass
until such act or thing bc done, and the buyer has notice thereof.
Rule 4 - When goods are delivered to flie, 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 tlic goods, on the expiration
of such time, and if no time has been fixed, on the expiration of a
reasonable time. What is a reasonable time is a question of fact.
Rule 5.-(1) Where there is a contract for the sale of unaseer-
tained or future goods by description, and goods of that, description,
and in a deliverable state, are unconditionally appropriated to the
contract, either by the seller with the assent of fine 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:
(2) Where, in pursuance of the contract, the seller delivers the
goods to the buyer or to a carrier or other bailee (whether named.
by the buyer or not) for the purpose of transmission to the buyer,
and does not reserve the right of disposal, he is deemed to have
unconditionally appropriated the goods to the contract.
19.- (1) Where there is a contractfor 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.
* See note to section 1
the right of disposal of the goods until certain conditions are
fulfilled. In such case, notwithstanding the delivery of the goods to
the buyer, or to a carrier or other bailee for the purpose of
transmission to the buyer, the property in the goods does not pass
to the buyer until the conditions imposed by the seller are fulfilled.
(2) Where goods are shipped, and by the bill of lading the goods
are deliverable to the order of the seller or his agent, the seller is
prima facie deemed to reserve the right of disposal.
(3) Where the seller of goods draws on the buyer for the price,
and transmits the bill of exchange and bill of lading to the buyer
together to secure acceptance or payment of the bill of exchange, the
buyer is bound to return the bill of ladlng if he does not honour the
bill of exchange, and if he wrongfully retains the bill of lading the
property in the goods does not pass to him.
20. Unless otherwise agreed, the goods rerriain at the seller's
risk until the property therciii is transferred to the buyer, but when
the property therein is transferred to the buyer the goods are at the
buyer's risk, whether delivery has been made or not : Provided
that where delivery has been delayed through the fault of either
seller or buyer, the goods' are at the risk of the party in fault as
regards any loss which might not have occurred but for such fault:
Provided, also, that nothing in this section shall affect the duties
or liabilities of either seller or buyer as a bailee of the goods of the
other party.
Transfer of Title.
21.-(1) Subject to the provisions of this Ordinance, where goods
are sold by a person who is not the ownier thereof, and who does
not sell them under the authority or with the consent of the owner,
the buyer acquires no better title to the goods than the seller had,
unless the owner of the goods is by his conduct precluded from
denying the seller's authority to sell.
(2) Provided, also, that nothing in this Ordinance shall affect-
(a) the provisions of the, Factors Ordinance, 1896, or any enact-
ment enabling the apparent owner of goods to dispose of them as if
he were the true owner thereof; or
See note to section 1.
As, amended by No. 8 of 1912,
(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 com-
petent jurisdiction.
22.-(1) Where goods are openly sold in a shop or market in this
Colony, in the ordinary course of the business of such shop or
market, the buyer acquires a good title to the goods, provided he
buys thein in good faith and without notice of any defect or want
of title on the part or the seller.
(2) Nothing in this section shall affect the Law relating to the sale
of horses.
23. 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.
24-(1) Where goods have, been stolon and the offender is
prosecuted to conviction, the property in the gooffis so stolen revests
in the person who was the owner of the goods or his personal
representative, notwithstanding any interinediate dealing with them,
whether by sale in accordance with the provisions of section 22 or
otherwise.
(2) Notwithstanding any enactment to the contrary, where goods
have been obtained by frand or othermeans not amount
ing to larceny, the property in such good shall not revest in the
person who was the owner of the goods, or his, personal re-
presentative, by reason only of the of the offender.
25.-(1) Where a. person having sold good continues or is in
possession of the goods, or of the documents of title to the goods,
the delivery or transfer by that person, or by a mercantile agent
acting for him, of the goods or documents of title, under any sale,
pledge, or other disposition thereof, to any person receiving the
same in good faith and without notice of the previous sale, shall
have the same effect as if the person rnaking the delivery or transfer
were expressly authorised by the owner of the goods to make the
same.
(2) Where a person having, bought or agreed to buy goods
obtains, with the consent of the seller, possession of the goods or the
documents of title to the goods, the delivery or transfer by that
See note to seeflon 1
f As by No. 8 of 1912.
person, or by a mercantile agent acting for him, of the goods or
documents of title, under any sale, pledge, or other disposition
thereof, to any person receiving the original in good faith and without
notice of an lien or other right of the original seller in respect of
the goods, shall have the same effect as if the person making the
delivery or transfer were a mercantile agent in possession of the
goods or documents of title with the consent of the owner.
(3) In this sectiori the term - 'mercantile agent ' has the same
meaning as in the Factors Ordinance, 1896.
26.-(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 the time when the writ is delivered to the bailliff to
be executed; and, for the better manifestation of such time, it shall
be the duty of the bailiff, without fee, upon the the recipt of any such
writ to endorse upon the back 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
fifth and for valuable consideration, 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 'ballin' inchides any officer
charged with the enforcement of a writ of execution.
PART III.
PERFORMANCE OF THE CONTRACT.
27. 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.
28. 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 bayer ninst be ready
and willing to pay the price in exchange for possession of the goods.
29-(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
* See note to section 1,
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 have one,
and if not, his residence : Provided that, if the contract is for the
sale of specific goods, which, to the knowledge of the parties when
the contract is made, are in some other place, then that place is the
place of delivery.
(2) Where under the contract of sale the seller is bound to send
the goods to the buyer, but no time for sending them is fixed, the
seller is bound to send them within a reasonable time.
(3) Where the goods at the time of sale are in the possession of a
third person, there is no delivery by seller to buyer unless and until
such third person acknowledges to the buyer that he holds the goods
on his behalf : Provided that nothing in this section shall affect
the operation of the issue or transfer of any document of title to
goods.
(4) Demand or tender of delivery may be treated as ineffectual
unless made at a reasonable hour. What is a reasonable hour is a
question of fact.
(5) Unless otherwise agreed, the expenses of and incidental to
putting the goods into a deliverable state must be borne by
the seller.
30-(1) Where the seller delivers to the buyer a quantity of goods
less than he contracted to sell, the buyer may reject them, but if
the buyer accepts the goods so delivered, he must pay for them at
the contract rate.
(2) Where the seller delivers to the buyer a quantity of goods
larger than he contracted to sell, the buyer may accept the goods
included in the contract and reject the rest, or he may reject the
whole. If the buyer accepts the wholc of the goods so delivered he
must pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods lie contracted
to sell mixed with goods of a different description not included in
the contract the buyer may accept the goods which are in accord-
ance 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 dealina between the parties.
- -----------
See note to section 1,
31-(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 paid for, and the
seller makes defective deliveries in respect of one or more instal-
ments, or the 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 cotract and the circumstances of the case,
whether the breach of contract is a repudiation of the whole
contract or whether it is a severable breach giving rise to a claim
for compensation but not to a right to treat the whole contract
as repudiated.
32.-(1) Where, in pursuance of a contract of sale, the seller
is authorised 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 transinission to the buyer is facie deemed to
be a delivery of the goods to the buyer.
(2) Unless otherwise authorised by the buyer, the seller must
make such contract with the carrier on behalf of the buyer as may
be reasonable having regard to the nature of the goods and the other
circumstances of the case. If the seller oinit to do so, and the
goods are lost or damaged in course of transit, the buyer may
decline to treat the delivery the carrier as a delivery to himself,
or may hold the seller responsible damages.
(3) Unless otherwise agreed, where 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 niust give such notice to
the buyer as may enable him to insure them during their sea transit,
and, if the seller fails to do so, the goods shall be deemed to be at
his risk during such sea tralisit.
33. Where the of goods agrees to deliver them at his
own risk at a place other than that where they are when sold, the
buyer must, nevertheless, unless otherwise agreed, take any risk
of deterioration in the goods necessarily incident to the course of
transit.
34-(1) Where goods are delivered to the buyer, which he has
not previously examined, he is not deemed to have accepted them
* See note to Section 1.
unless and until lie. has had a reasonable opportunity of examining
them for the purpose of ascertaining whether they are in con-
formity 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 exannining the goods for the purpose of
ascertaining whether they are in conformity with the contract.
35. 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 ownerslilp of the seller, or when after
the lapse of a reasonable time, he retains the goods without in-
timating to the seller that he has rejected them.
36. Unless otherwise agreed, where goods are delivered to the
buyer, and he refuses to accept them, having the right to do so,
he is not bound to return them to the seller, but it is sufficient if
he intimates to the seller that he refuses to accept thein.
37 When the seller is ready and willing to deliver the goods and
requests the buyer to take delivery, and the buyer does not within
an reasonable time after such request take delivery of the goods, he
is llable to the seller for an loss occasioned by his nelect 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 Peglect or refusal of
the buyer to take delivery amounts to a repudiation of the contract.
PART IV.
RIGHTS Or, UNPAID AGAINST THE GOODS.
38.-(1) The seller of goods is deemed to be an---unpaid seller,'
within the meaning of this Ordinance,--
(a) when the whole of the price has not been paid or tendered;
(b) when a bill of exchange or other negotiable instrument has
been received as conditional payment, and the condition on which
it was received has not, been fulfilled by reason of the dishonour of
the instrument or otherwise.
(2) In this Part the term ' seller ' includes any person who is
in the position of a seller, as, for instance, an agent of the seller to
* See note to section 1,
whom the bill of lading has been endorsed, or a consignor or agent
who has himself paid, or is directly responsible for, the price.
29. 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 thein for the price while
lie is in possession of theni ;
(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.
40. Where the property in goods has not passed to the buyer, the
unpaid seller has, in addition to Ins other remedies, a right of
withholding delivery similar to and co-extensive with his rights of
lien and stoppage in transitu where the property has passed to the
buyer.
Unpaid Seller's Lien.
41.-(1) Subject to Ilie provisions of this Ordinance, the unpaid
seller of goods who is in possession of them is entitled to retain
possession of theni until payment or tender of the price in the
following cases, namely,-
(a) where the goods have been sold without any stipulation as
to credit
(b) where the ,ooels have been sold oil credit, but the term of
credit has expired;
(c) where the buyer becomes insolvent.
The seller may exercise his right of lien notwithstanding
that he is in possession Of the goods as agent or bailee for the buyer.
C. Where, all unpald seller has made part delivery of the goods,
he may excreise his right of lien or retention 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.
43.-(1) The unpald seller of goods loses his lien or right of
retention thereon-
(a) when he delivers the goods to a carrier or other bailee for the
purpose of transniission to the buyer, without reserving the right
of disposal of the goods;
* See note to section I.
(b) when the buyer or his agent lawfully obtains possession of
the goods;
(c) by waiver thereof.
(2) The unpaid seller of goods, having a lien or right of retention
thereon, does not lose his lien or right of retention by reason only
that be has obtained judgment for the price of the goods.
Stoppage in Transitu.
44. Subject to the provisions of this Ordinance, when the buyer
of goods becornes insolvent, the iin?-nid who has parted with
the possession of the goods has the right of stopping them in
transitv, that is to say, lie may resume Possession of the goods as
lone, as they are in course of transit, and may retain them until
payment or tender of the price.
15.-(1) Goods are deemed to he 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 buver, 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 lie holds the goods on his behalf and continues in possession of
them is 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 ef 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.
* See note to section 1.
(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 circumstances as to show an agreement to give up
possession of the whole of the goods.
46.-(1) The unpaid seller may exercise his right of stoppage in
transitu either by taking actual possession of the goods or by giving
notice of his claim to the carrier or other bailee ill 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 communicate it to his servant or agent in
time to prevent a delivery to the buyer.
(2) When notice of stoppage in transitu is given by the seller to the
carrier or other bailee in possession of the goods, he must re-deliver
the goods to, or accordims lo the, directions of, the seller. The ex-
penses of such re-delivery must be borne by the seller.
Re-sale by buyer or seller
47. Subject to the provisions of this Ordinance, the unpaid
seller's right of lien or retention or stoppagge 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 transfer
red to any person as buyer or owner of the goods, and that person
transfers the document to a person who takes the document in good
faith and for valuable consideration, then, if such last-mentioned
transfer was by way of sale, the unpaid seller's right of lien
or retention or stoppage in transitu is defeated, and if such last-
mentioned transfer was by way of pledge or other disposition for
value, the unpaid seller's right of lien or retention or stoppage in
transitu can only be exercised subject to the rights of the transferee.
48.-(1) Subject to the provisions of this section, a contlact 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 lins 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.
* See note to section 1.
(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.
49.-(1) Where, under a contract of 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 inaintain an action against, him for the
price, of the goods.
(2) Where, under a contract of sale, the price is payable on a
day certain irrespective of delivery, and the buyer wrongfully
neglects or refuses to pay such price, the seller may maintain an
action for the price, although the properly in the goods has not
passed, and the goods have not been appropriated to the contract.
50-(1) Where the buyer wrongfully negiects or refuses to
accept and pay for the goods, the seller may maintain an action
against him for damages for non-acceptance.
(2) The measure of damages is the estimated loss directly and
naturally resulting, in the ordinary course of events, from the
buyer's breach of contract.
(3) Where there is an available market for the, goods in question,
the measure of damages is prima facie to be ascertained by the
difference between the contract price and the market or current
price at the time or times when. the goods onght to have been
accepted, or, if no tline was fixed for acceptance, then at the time
of the neglect or refusal to accept.
* See note to Seetion 1.
Remedies of Buyer.
51-(1) Where the seller wrongfully neglects or refuses to
deliver the goods to the buyer, the buyer may mainitain an action
against the seller for demages for non-delivery.
(2) The measure of damages is the estimated loss directly and
naturally resulting, in the ordinary of events, from the seller's
breach of contract.
(3) Where there is all available market for the goods in question,
the measure of damages isfacie to be ascertained by the
difference between the contract price and title market or current
price of the goods at the time or times when they ought to hnve
been delivered, or, if no time was fixed for delivery, then at the
time of the neglect or refusal to deliver.
52. In any action for breach of contract to deliver specific or
ascertained goods, the Court may, if it thinks fit, on the application
of the plaintid, 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 coditions as to damages,
payment of the price, and otherwise, as to the Court may seem just.
The application by the plaintiff may be made at any time before
judgment.
53.-(1) Where there is a breach of warranty by the seller, or
where the buyer elects, or is compelled, to treat any breach of a
condition on the part of the seller as a breach of warranty, the
buyer is not, by reason only of such breach of warranty, entitled to
reject the goods; but he may-
(a.) set up against the seller the breach of warranty in diminution
or extinction of the price ; or
(b) maintain an action against the seller for damages for the
breach of warranty.
(2) The measures of damages for breach of warranty is the
estimated loss directly and naturally resulting, in the ordinary
course of events, from the breach of warranty.
(1) 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 vabie they would have had if
they had answered to the warranty.
See. note to sectin 1
(4) The fact that the buyer has set tip the breach of warranty in
diminution or extinction of the price does not prevent him from
maintaining an action for the same breach of warranty if be has
suffered further damage.
54. Nothing in this Ordinance shall affect the right of the buyer
or the seller to recover interest or special damages in any case where
by law interest or special damages may be recoverable, or to recover
money paid where- the Coil sideration for the payment of it has
failed.
PART VI.
SUPPLEMENTARY PROVISIONS.
55. Where any right, duty, or liability would arise under a
contract of sale by the implicatlon of it may be negatived or varied
by express agreement or by the cotirse of dealing between the
parties, or by usage, if the usage be such as to bind both parties to
the contract.
56. Where, by this Ordinance, any, reference is made to a reason
able time, the question what, is a reasonable time is a question of
fact.
57. Where any right, duty, or liability is declared by this
Ordinance, it may, unless otherwise provided by this Ordinance, be
enforced by action.
58. In the case of a sale by
(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 whon 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 atiction is not not notified to be subject to a right
to bid on behalf of the seller, it shall not be lawful for the seller
to bid himself or to employ any person to bid at such sale, or for
the auctioneer knowingly to take any bid froin the seller or any
such person. Any sale contravening this rule may be treated as
fraudulent by the buyer :
* See note to section 1.
(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.
59. Where a right to bid is expressly, reserved, but not other-
wise, the seller, or any one person on his behalf, may bid at the
auction.
60. The enactments mentioned in the schedule are hereby
repealed (so far as they are applicable to the Colony) 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, scheluding 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 enact-
ment. relating to the sale, of goods which is not expressJy 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.
62. In this Ordinance,-
(1) '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
' Delivery' means voluntary transfer of possession from one
person to another :
'Document of title to goods' includes any bill of lading, dock
warrant, warehouse-keeper's certificate, and warrant or order for
See note to sewholl 1.
+ As aincilded 1b), No. 50 of 1911.
J As airiended by No. 50 of 1911 and No. 8 of 1912.
the delivery of goods, and any other document used in the ordinary
course of business as proof of the possession or control of goods, or
authorising or purporting to authorise, 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 as well as a sale and delivery:
'Seller' means a person who sells or agrees to sell goods:
'Specific goods' means goods identifled and agreed upon at the
time a contract of sale is made:
'Warranty ' means ,in agreement with reference to goods which
are the subject of a contract of sale, but collateral to the main
purpose of such contract, the breach of which gives rise to a claim
for damages, but not to a right to reject the goods and treat the
contract as repudiated.
(2) A thing is deemed to be done 'in good faith ' when it is in
fact done honestly, whether it is done negligently or not.
(3) A person is deemed to be insolvent who either has ceased to
pay his debts in the ordinary course of business or cannot pay his
debts as they become due, whether he has committed an act
of bankruptcy or not and whether he has been adjudged bankrupt
or not.
(4) Goods are in a 'deliverable state ' when they are in such a
state that the buyer would, under the contract, be bound to take
delivery of them.
63. The Sale of Goods Ordinance, 1896.
* See note to section 1,
SCHEDULE.
TABLE OF ENACTMENTS REPEALED.
[56 & 57 Vict.c. 71.] 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. 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. No. 3 of 1896. Effect of writ of execution. Duties of seller and buyer. Payment and delivery are concurrent conditions. Rules as to delivery. Delivery of wrong quantity. Delivery by instalments. Delivery to carrier. Risk where goods are delivered at distant place. Buyer's right of examining goods. Acceptance of goods. Buyer not bound to return rejected goods. Liability of buyer for neglecting or refusing to take delivery of goods. Definition of unpaid seller. Unpaid seller's rights. Withholding delivery. Unpaid seller's lien. Part delivery. Termination of lien. Right of stoppage in transitu. Duration of transit. How stoppage in transitu is effected. Effect of sub-sale or pledge by buyer. Sale not generally rescinded buy 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. Right, etc., enforceable by action. Auction sale. Reservation of right to bid. Repeal of enactments, schedule. Savings. Interpretation of terms. Short title.
Sale of Goods
To codify the law relating to the Sale of Goods.
[1st August, 1896]
PART I.
FORMATION OF THE CONTRACT.
Contract of Sale.
1-(1) A contract of sale of goods is a contract whereby the
seller transfers or agrees to transfer, the property in goods to the
* See note to section 1.
The short title to this Ordinance is at the end, the sections having
been renumbered by No. 8 of 1912 which also authorised such
minor alterations in the grammar of the sections as were
necessary to make the ordinance asnearly uniform as possible
with the Sale of Goods Act 1893.
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.
Where. under a contract of sale the property in the, goods is
transferred from the seller to the buyer, the contract is called a sale;
but where the transfer of the property in the goods is to take place
at a future time or subject to some condition thereafter to be
the contract isealled zan. agreement to sell.
(4) An agreement to sell becomes a sale when the time elapses
or, the conditions are fulfilled subject to which the property in the
goods is to be transferred.
2.(1) Capacity to buy and sell is regulated by the general law
concerning, capacity to contract, and to transfer and acquire
property: Provided that where necessaries are sold and. delivered
to, an infant or minor, or to a person who, by reason of mental
incapacity or drankenness, is incompetent to, contrac, he must pay
a reasonable price therefor.
(2), Necessaries in this section mean goods suitable to the
condition in, life, of such infant or minor or other person, and to his
actual requirements at the tinie of the sale and delivery.
Forinalities of Contract.
3. 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 inny be implied from. the
conduct of the parties : Provided that nothing in this section shall
affect the law relating to corporations.
4.-(1) A contract for the sale of any goods of the value of 100
dollars. or upwards shall not be enforceable by action unless the
buyer shall accept part of the goods so sold, and actually receive the
same, or give 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 section apply to every such contract,
notwithstanding, that the goods may be intended to be delivered at
some future time, or may not at the time of such contract be
* See note to section 1,
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 wtich
recognises a, pre-existing contract of sale, whelher there it
acceptance in performance of the contractor not.
Subject-matter of Contract.
5.-(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 acqiisition
of which by the seller depends upon a contingency which may or
may not happen.
(3) Where by a contract of sale the seller purports to effect
a present sale of future goods, the contract operates as an agreement
to sell the goods.
6. Where there is a contract for the sale of specific goods, and
the goods, without the knowledge of Ihe seller, have perished at
the tinie when the contract is made, the contract is void.
7, Where there is anagreenient to sell specific goods, and subse
quently the goods, Without any fault on the part of the seller, or
buyer, perish before the risk passes to the buyer, the agreement A
thereby avoided.
Price.
8.-(1) The price in a contract of &ale may be fixed by the
contract, or may be left to be fixed in manner thereby agreed, or
may be determined by the course of dealing between the parties.
(2) Where the price is not determined in accordance with the
foregoing provisions, the buyer must pay a reasonable price. What
is a reasonable price is a question of fact dependent on the circum-
stances of each particular case.
9.-(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
See note to section 1.
such third party cannot or does not, iiiake such valuation, the agree-
ment is avoided : Provided that if the goods or any part thereof
have been delivered to and a propriated by the buyer, he must pay
a reasonable price therefor.
(2) Where such third party is prevented from making the
valuation by the fault of the seller or buyer, the party not in fault
may maintain an action for damages against the party in fault.
Conditions and Warranties.
10-(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 tinie is of the essence of the contract or not depends
on the terms of the contract.
(2) In a contract of sale ' month ' means privia facie calendar
month.
11-(1) Where a contract of sale is subject to any condition to
be fulfilled by the seller, the buyer may waive the condition, or may
elect to treat the breach of such condition as a breach of warranty,
and not as a ground for treating the contract as repudiated.
(2) Whether a stipulation in a contract of sale is a condition, the
breach of which may give rise to a right to treat the contract as
repudiated, or a warranty, the breach of which may give rise to a
claim for damages but not a right to reject the goods and treat the
contract as repudiated, depends in each case on the construction of
the contract. A stipulation may be a condition, though called a
warranty in the contract.
(3) Where a contract of sale is not severable, 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
impossibility or otherwise.
* See note to section 1.
12. 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 at the
of an agreement to sell, he will have a right 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 known to the buyer before or at the tinie when the contract is
made.
13. 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 sufficlent tbat the bulk of the goods corresponds
with the sample if the goods do not also corrospond with the des-
cription.
14. Subject to the provisions of this Ordinance and of any enact-
ment 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 known
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 the 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 tinder 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 thal, 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
* See note to section 1.
(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 conditioh does not negative a
warranty or condition implied by this Ordinance, unless inconsistent
therewith.
Sale by Sample.
15-(1) A contract of sale is a contract for sale by sample where
there is a term in the contract, express or implied, to that effect.
(2) In the case of a contract for sale by sample-
(a) There is an Implied condition that the bulk shall correspond
with the sample in quality :
(b) There is an implied condition that the buyer shall have a
reasonable opportunity of comparing the bulk with the sample:
(c) There is an implied condition that the goods shall be free
from any defect, rendering them unmerchantable, which would not
be apparent on reasonable examination of the sample.
PART II.
EFFECTS OF THE CONTRACT.
Transfer of Property as between Seller and Buyer.
16. Where there is a coniract for the sale, of unascertained goods
no property in the goods is transferred to the buyer unless and until
the goods are ascertained.
17.-( 1) Where there is a contract for the sale of specific
or ascertained goods, the property In theni is transferred to the
buyer at such time as the parties to the contract intend it to be
transferred.
(2) For the purpose of ascertaining the intention of the parties,
regard shall be had to the terms of the contract, the conduct of the
parties, and the circumstances of the case.
18. Unless a different intention appears, the following are rules
for ascertaining the intention of tho, 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
* See llute to sectioll 1.
passes to the buyer when the contract is made, and it is immaterial
whether the time of payment or the time of delivery, or both be
postponed.
Rule 2.- Where there is a, contract for the sale, of specific goods
and the seller is bound to do something to the goods, for the
purpose of putting them into a deliverable state, the property does
not pass until such thing be done, and the buyer has notice thereof,
Rule 3 - Where there is a contract for the sale of specific goods
in a deliverable state, but the seller is bound to weigh, measure,
test, or do some other act or thing with reference to the goods for
the purpose of ascertaining the price, the property does not pass
until such act or thing bc done, and the buyer has notice thereof.
Rule 4 - When goods are delivered to flie, 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 tlic goods, on the expiration
of such time, and if no time has been fixed, on the expiration of a
reasonable time. What is a reasonable time is a question of fact.
Rule 5.-(1) Where there is a contract for the sale of unaseer-
tained or future goods by description, and goods of that, description,
and in a deliverable state, are unconditionally appropriated to the
contract, either by the seller with the assent of fine 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:
(2) Where, in pursuance of the contract, the seller delivers the
goods to the buyer or to a carrier or other bailee (whether named.
by the buyer or not) for the purpose of transmission to the buyer,
and does not reserve the right of disposal, he is deemed to have
unconditionally appropriated the goods to the contract.
19.- (1) Where there is a contractfor 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.
* See note to section 1
the right of disposal of the goods until certain conditions are
fulfilled. In such case, notwithstanding the delivery of the goods to
the buyer, or to a carrier or other bailee for the purpose of
transmission to the buyer, the property in the goods does not pass
to the buyer until the conditions imposed by the seller are fulfilled.
(2) Where goods are shipped, and by the bill of lading the goods
are deliverable to the order of the seller or his agent, the seller is
prima facie deemed to reserve the right of disposal.
(3) Where the seller of goods draws on the buyer for the price,
and transmits the bill of exchange and bill of lading to the buyer
together to secure acceptance or payment of the bill of exchange, the
buyer is bound to return the bill of ladlng if he does not honour the
bill of exchange, and if he wrongfully retains the bill of lading the
property in the goods does not pass to him.
20. Unless otherwise agreed, the goods rerriain at the seller's
risk until the property therciii is transferred to the buyer, but when
the property therein is transferred to the buyer the goods are at the
buyer's risk, whether delivery has been made or not : Provided
that where delivery has been delayed through the fault of either
seller or buyer, the goods' are at the risk of the party in fault as
regards any loss which might not have occurred but for such fault:
Provided, also, that nothing in this section shall affect the duties
or liabilities of either seller or buyer as a bailee of the goods of the
other party.
Transfer of Title.
21.-(1) Subject to the provisions of this Ordinance, where goods
are sold by a person who is not the ownier thereof, and who does
not sell them under the authority or with the consent of the owner,
the buyer acquires no better title to the goods than the seller had,
unless the owner of the goods is by his conduct precluded from
denying the seller's authority to sell.
(2) Provided, also, that nothing in this Ordinance shall affect-
(a) the provisions of the, Factors Ordinance, 1896, or any enact-
ment enabling the apparent owner of goods to dispose of them as if
he were the true owner thereof; or
See note to section 1.
As, amended by No. 8 of 1912,
(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 com-
petent jurisdiction.
22.-(1) Where goods are openly sold in a shop or market in this
Colony, in the ordinary course of the business of such shop or
market, the buyer acquires a good title to the goods, provided he
buys thein in good faith and without notice of any defect or want
of title on the part or the seller.
(2) Nothing in this section shall affect the Law relating to the sale
of horses.
23. 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.
24-(1) Where goods have, been stolon and the offender is
prosecuted to conviction, the property in the gooffis so stolen revests
in the person who was the owner of the goods or his personal
representative, notwithstanding any interinediate dealing with them,
whether by sale in accordance with the provisions of section 22 or
otherwise.
(2) Notwithstanding any enactment to the contrary, where goods
have been obtained by frand or othermeans not amount
ing to larceny, the property in such good shall not revest in the
person who was the owner of the goods, or his, personal re-
presentative, by reason only of the of the offender.
25.-(1) Where a. person having sold good continues or is in
possession of the goods, or of the documents of title to the goods,
the delivery or transfer by that person, or by a mercantile agent
acting for him, of the goods or documents of title, under any sale,
pledge, or other disposition thereof, to any person receiving the
same in good faith and without notice of the previous sale, shall
have the same effect as if the person rnaking the delivery or transfer
were expressly authorised by the owner of the goods to make the
same.
(2) Where a person having, bought or agreed to buy goods
obtains, with the consent of the seller, possession of the goods or the
documents of title to the goods, the delivery or transfer by that
See note to seeflon 1
f As by No. 8 of 1912.
person, or by a mercantile agent acting for him, of the goods or
documents of title, under any sale, pledge, or other disposition
thereof, to any person receiving the original in good faith and without
notice of an lien or other right of the original seller in respect of
the goods, shall have the same effect as if the person making the
delivery or transfer were a mercantile agent in possession of the
goods or documents of title with the consent of the owner.
(3) In this sectiori the term - 'mercantile agent ' has the same
meaning as in the Factors Ordinance, 1896.
26.-(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 the time when the writ is delivered to the bailliff to
be executed; and, for the better manifestation of such time, it shall
be the duty of the bailiff, without fee, upon the the recipt of any such
writ to endorse upon the back 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
fifth and for valuable consideration, 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 'ballin' inchides any officer
charged with the enforcement of a writ of execution.
PART III.
PERFORMANCE OF THE CONTRACT.
27. 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.
28. 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 bayer ninst be ready
and willing to pay the price in exchange for possession of the goods.
29-(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
* See note to section 1,
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 have one,
and if not, his residence : Provided that, if the contract is for the
sale of specific goods, which, to the knowledge of the parties when
the contract is made, are in some other place, then that place is the
place of delivery.
(2) Where under the contract of sale the seller is bound to send
the goods to the buyer, but no time for sending them is fixed, the
seller is bound to send them within a reasonable time.
(3) Where the goods at the time of sale are in the possession of a
third person, there is no delivery by seller to buyer unless and until
such third person acknowledges to the buyer that he holds the goods
on his behalf : Provided that nothing in this section shall affect
the operation of the issue or transfer of any document of title to
goods.
(4) Demand or tender of delivery may be treated as ineffectual
unless made at a reasonable hour. What is a reasonable hour is a
question of fact.
(5) Unless otherwise agreed, the expenses of and incidental to
putting the goods into a deliverable state must be borne by
the seller.
30-(1) Where the seller delivers to the buyer a quantity of goods
less than he contracted to sell, the buyer may reject them, but if
the buyer accepts the goods so delivered, he must pay for them at
the contract rate.
(2) Where the seller delivers to the buyer a quantity of goods
larger than he contracted to sell, the buyer may accept the goods
included in the contract and reject the rest, or he may reject the
whole. If the buyer accepts the wholc of the goods so delivered he
must pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods lie contracted
to sell mixed with goods of a different description not included in
the contract the buyer may accept the goods which are in accord-
ance 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 dealina between the parties.
- -----------
See note to section 1,
31-(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 paid for, and the
seller makes defective deliveries in respect of one or more instal-
ments, or the 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 cotract and the circumstances of the case,
whether the breach of contract is a repudiation of the whole
contract or whether it is a severable breach giving rise to a claim
for compensation but not to a right to treat the whole contract
as repudiated.
32.-(1) Where, in pursuance of a contract of sale, the seller
is authorised 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 transinission to the buyer is facie deemed to
be a delivery of the goods to the buyer.
(2) Unless otherwise authorised by the buyer, the seller must
make such contract with the carrier on behalf of the buyer as may
be reasonable having regard to the nature of the goods and the other
circumstances of the case. If the seller oinit to do so, and the
goods are lost or damaged in course of transit, the buyer may
decline to treat the delivery the carrier as a delivery to himself,
or may hold the seller responsible damages.
(3) Unless otherwise agreed, where 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 niust give such notice to
the buyer as may enable him to insure them during their sea transit,
and, if the seller fails to do so, the goods shall be deemed to be at
his risk during such sea tralisit.
33. Where the of goods agrees to deliver them at his
own risk at a place other than that where they are when sold, the
buyer must, nevertheless, unless otherwise agreed, take any risk
of deterioration in the goods necessarily incident to the course of
transit.
34-(1) Where goods are delivered to the buyer, which he has
not previously examined, he is not deemed to have accepted them
* See note to Section 1.
unless and until lie. has had a reasonable opportunity of examining
them for the purpose of ascertaining whether they are in con-
formity 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 exannining the goods for the purpose of
ascertaining whether they are in conformity with the contract.
35. 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 ownerslilp of the seller, or when after
the lapse of a reasonable time, he retains the goods without in-
timating to the seller that he has rejected them.
36. Unless otherwise agreed, where goods are delivered to the
buyer, and he refuses to accept them, having the right to do so,
he is not bound to return them to the seller, but it is sufficient if
he intimates to the seller that he refuses to accept thein.
37 When the seller is ready and willing to deliver the goods and
requests the buyer to take delivery, and the buyer does not within
an reasonable time after such request take delivery of the goods, he
is llable to the seller for an loss occasioned by his nelect 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 Peglect or refusal of
the buyer to take delivery amounts to a repudiation of the contract.
PART IV.
RIGHTS Or, UNPAID AGAINST THE GOODS.
38.-(1) The seller of goods is deemed to be an---unpaid seller,'
within the meaning of this Ordinance,--
(a) when the whole of the price has not been paid or tendered;
(b) when a bill of exchange or other negotiable instrument has
been received as conditional payment, and the condition on which
it was received has not, been fulfilled by reason of the dishonour of
the instrument or otherwise.
(2) In this Part the term ' seller ' includes any person who is
in the position of a seller, as, for instance, an agent of the seller to
* See note to section 1,
whom the bill of lading has been endorsed, or a consignor or agent
who has himself paid, or is directly responsible for, the price.
29. 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 thein for the price while
lie is in possession of theni ;
(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.
40. Where the property in goods has not passed to the buyer, the
unpaid seller has, in addition to Ins other remedies, a right of
withholding delivery similar to and co-extensive with his rights of
lien and stoppage in transitu where the property has passed to the
buyer.
Unpaid Seller's Lien.
41.-(1) Subject to Ilie provisions of this Ordinance, the unpaid
seller of goods who is in possession of them is entitled to retain
possession of theni until payment or tender of the price in the
following cases, namely,-
(a) where the goods have been sold without any stipulation as
to credit
(b) where the ,ooels have been sold oil credit, but the term of
credit has expired;
(c) where the buyer becomes insolvent.
The seller may exercise his right of lien notwithstanding
that he is in possession Of the goods as agent or bailee for the buyer.
C. Where, all unpald seller has made part delivery of the goods,
he may excreise his right of lien or retention 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.
43.-(1) The unpald seller of goods loses his lien or right of
retention thereon-
(a) when he delivers the goods to a carrier or other bailee for the
purpose of transniission to the buyer, without reserving the right
of disposal of the goods;
* See note to section I.
(b) when the buyer or his agent lawfully obtains possession of
the goods;
(c) by waiver thereof.
(2) The unpaid seller of goods, having a lien or right of retention
thereon, does not lose his lien or right of retention by reason only
that be has obtained judgment for the price of the goods.
Stoppage in Transitu.
44. Subject to the provisions of this Ordinance, when the buyer
of goods becornes insolvent, the iin?-nid who has parted with
the possession of the goods has the right of stopping them in
transitv, that is to say, lie may resume Possession of the goods as
lone, as they are in course of transit, and may retain them until
payment or tender of the price.
15.-(1) Goods are deemed to he 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 buver, 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 lie holds the goods on his behalf and continues in possession of
them is 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 ef 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.
* See note to section 1.
(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 circumstances as to show an agreement to give up
possession of the whole of the goods.
46.-(1) The unpaid seller may exercise his right of stoppage in
transitu either by taking actual possession of the goods or by giving
notice of his claim to the carrier or other bailee ill 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 communicate it to his servant or agent in
time to prevent a delivery to the buyer.
(2) When notice of stoppage in transitu is given by the seller to the
carrier or other bailee in possession of the goods, he must re-deliver
the goods to, or accordims lo the, directions of, the seller. The ex-
penses of such re-delivery must be borne by the seller.
Re-sale by buyer or seller
47. Subject to the provisions of this Ordinance, the unpaid
seller's right of lien or retention or stoppagge 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 transfer
red to any person as buyer or owner of the goods, and that person
transfers the document to a person who takes the document in good
faith and for valuable consideration, then, if such last-mentioned
transfer was by way of sale, the unpaid seller's right of lien
or retention or stoppage in transitu is defeated, and if such last-
mentioned transfer was by way of pledge or other disposition for
value, the unpaid seller's right of lien or retention or stoppage in
transitu can only be exercised subject to the rights of the transferee.
48.-(1) Subject to the provisions of this section, a contlact 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 lins 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.
* See note to section 1.
(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.
49.-(1) Where, under a contract of 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 inaintain an action against, him for the
price, of the goods.
(2) Where, under a contract of sale, the price is payable on a
day certain irrespective of delivery, and the buyer wrongfully
neglects or refuses to pay such price, the seller may maintain an
action for the price, although the properly in the goods has not
passed, and the goods have not been appropriated to the contract.
50-(1) Where the buyer wrongfully negiects or refuses to
accept and pay for the goods, the seller may maintain an action
against him for damages for non-acceptance.
(2) The measure of damages is the estimated loss directly and
naturally resulting, in the ordinary course of events, from the
buyer's breach of contract.
(3) Where there is an available market for the, goods in question,
the measure of damages is prima facie to be ascertained by the
difference between the contract price and the market or current
price at the time or times when. the goods onght to have been
accepted, or, if no tline was fixed for acceptance, then at the time
of the neglect or refusal to accept.
* See note to Seetion 1.
Remedies of Buyer.
51-(1) Where the seller wrongfully neglects or refuses to
deliver the goods to the buyer, the buyer may mainitain an action
against the seller for demages for non-delivery.
(2) The measure of damages is the estimated loss directly and
naturally resulting, in the ordinary of events, from the seller's
breach of contract.
(3) Where there is all available market for the goods in question,
the measure of damages isfacie to be ascertained by the
difference between the contract price and title market or current
price of the goods at the time or times when they ought to hnve
been delivered, or, if no time was fixed for delivery, then at the
time of the neglect or refusal to deliver.
52. In any action for breach of contract to deliver specific or
ascertained goods, the Court may, if it thinks fit, on the application
of the plaintid, 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 coditions as to damages,
payment of the price, and otherwise, as to the Court may seem just.
The application by the plaintiff may be made at any time before
judgment.
53.-(1) Where there is a breach of warranty by the seller, or
where the buyer elects, or is compelled, to treat any breach of a
condition on the part of the seller as a breach of warranty, the
buyer is not, by reason only of such breach of warranty, entitled to
reject the goods; but he may-
(a.) set up against the seller the breach of warranty in diminution
or extinction of the price ; or
(b) maintain an action against the seller for damages for the
breach of warranty.
(2) The measures of damages for breach of warranty is the
estimated loss directly and naturally resulting, in the ordinary
course of events, from the breach of warranty.
(1) 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 vabie they would have had if
they had answered to the warranty.
See. note to sectin 1
(4) The fact that the buyer has set tip the breach of warranty in
diminution or extinction of the price does not prevent him from
maintaining an action for the same breach of warranty if be has
suffered further damage.
54. Nothing in this Ordinance shall affect the right of the buyer
or the seller to recover interest or special damages in any case where
by law interest or special damages may be recoverable, or to recover
money paid where- the Coil sideration for the payment of it has
failed.
PART VI.
SUPPLEMENTARY PROVISIONS.
55. Where any right, duty, or liability would arise under a
contract of sale by the implicatlon of it may be negatived or varied
by express agreement or by the cotirse of dealing between the
parties, or by usage, if the usage be such as to bind both parties to
the contract.
56. Where, by this Ordinance, any, reference is made to a reason
able time, the question what, is a reasonable time is a question of
fact.
57. Where any right, duty, or liability is declared by this
Ordinance, it may, unless otherwise provided by this Ordinance, be
enforced by action.
58. In the case of a sale by
(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 whon 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 atiction is not not notified to be subject to a right
to bid on behalf of the seller, it shall not be lawful for the seller
to bid himself or to employ any person to bid at such sale, or for
the auctioneer knowingly to take any bid froin the seller or any
such person. Any sale contravening this rule may be treated as
fraudulent by the buyer :
* See note to section 1.
(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.
59. Where a right to bid is expressly, reserved, but not other-
wise, the seller, or any one person on his behalf, may bid at the
auction.
60. The enactments mentioned in the schedule are hereby
repealed (so far as they are applicable to the Colony) 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, scheluding 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 enact-
ment. relating to the sale, of goods which is not expressJy 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.
62. In this Ordinance,-
(1) '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
' Delivery' means voluntary transfer of possession from one
person to another :
'Document of title to goods' includes any bill of lading, dock
warrant, warehouse-keeper's certificate, and warrant or order for
See note to sewholl 1.
+ As aincilded 1b), No. 50 of 1911.
J As airiended by No. 50 of 1911 and No. 8 of 1912.
the delivery of goods, and any other document used in the ordinary
course of business as proof of the possession or control of goods, or
authorising or purporting to authorise, 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 as well as a sale and delivery:
'Seller' means a person who sells or agrees to sell goods:
'Specific goods' means goods identifled and agreed upon at the
time a contract of sale is made:
'Warranty ' means ,in agreement with reference to goods which
are the subject of a contract of sale, but collateral to the main
purpose of such contract, the breach of which gives rise to a claim
for damages, but not to a right to reject the goods and treat the
contract as repudiated.
(2) A thing is deemed to be done 'in good faith ' when it is in
fact done honestly, whether it is done negligently or not.
(3) A person is deemed to be insolvent who either has ceased to
pay his debts in the ordinary course of business or cannot pay his
debts as they become due, whether he has committed an act
of bankruptcy or not and whether he has been adjudged bankrupt
or not.
(4) Goods are in a 'deliverable state ' when they are in such a
state that the buyer would, under the contract, be bound to take
delivery of them.
63. The Sale of Goods Ordinance, 1896.
* See note to section 1,
SCHEDULE.
TABLE OF ENACTMENTS REPEALED.
[56 & 57 Vict.c. 71.] 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. 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. No. 3 of 1896. Effect of writ of execution. Duties of seller and buyer. Payment and delivery are concurrent conditions. Rules as to delivery. Delivery of wrong quantity. Delivery by instalments. Delivery to carrier. Risk where goods are delivered at distant place. Buyer's right of examining goods. Acceptance of goods. Buyer not bound to return rejected goods. Liability of buyer for neglecting or refusing to take delivery of goods. Definition of unpaid seller. Unpaid seller's rights. Withholding delivery. Unpaid seller's lien. Part delivery. Termination of lien. Right of stoppage in transitu. Duration of transit. How stoppage in transitu is effected. Effect of sub-sale or pledge by buyer. Sale not generally rescinded buy 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. Right, etc., enforceable by action. Auction sale. Reservation of right to bid. Repeal of enactments, schedule. Savings. Interpretation of terms. Short title.
Abstract
[56 & 57 Vict.c. 71.] 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. 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. No. 3 of 1896. Effect of writ of execution. Duties of seller and buyer. Payment and delivery are concurrent conditions. Rules as to delivery. Delivery of wrong quantity. Delivery by instalments. Delivery to carrier. Risk where goods are delivered at distant place. Buyer's right of examining goods. Acceptance of goods. Buyer not bound to return rejected goods. Liability of buyer for neglecting or refusing to take delivery of goods. Definition of unpaid seller. Unpaid seller's rights. Withholding delivery. Unpaid seller's lien. Part delivery. Termination of lien. Right of stoppage in transitu. Duration of transit. How stoppage in transitu is effected. Effect of sub-sale or pledge by buyer. Sale not generally rescinded buy 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. Right, etc., enforceable by action. Auction sale. Reservation of right to bid. Repeal of enactments, schedule. Savings. Interpretation of terms. Short title.
Identifier
https://oelawhk.lib.hku.hk/items/show/882
Edition
1912
Volume
v1
Subsequent Cap No.
26
Cap / Ordinance No.
No. 4 of 1896
Number of Pages
22
Files
Collection
Historical Laws of Hong Kong Online
Citation
“SALE OF GOODS ORDINANCE, 1896,” Historical Laws of Hong Kong Online, accessed October 21, 2024, https://oelawhk.lib.hku.hk/items/show/882.