ARRANGEMENT OF SECTIONS
1. Short title.
FORMATION OF CONTRACT
Contract of Sale
3. Sale and agreement of sale.
4. Capacity to buy and sell; and sale of necessaries to persons incompetent to contract.
Formalities of Contract
5. Making a contract of sale.
6. Certain contracts of sale to be in writing.
Subject Matter of Contract
7. Existing or future goods.
8. Sale of perished goods.
9. Goods perished after agreement to sell.
10. Ascertainment of price.
11. Agreement to sell at valuation.
Conditions and Warranties
13. When condition to be treated as warranty; and saving of stipulations where condition or warranty is excused by law.
14. Implication by law of condition as to title, quiet possession and encumbrances.
15. Conditions implied by description.
16. Circumstances in which implied warranty as to quality or fitness arises.
Sale by sample
17. Sale by sample.
EFFECTS OF CONTRACT
Transfer of Property as between Seller and Buyer
18. Property in unascertained goods.
19. Property in specific or ascertained goods passes when intended to pass.
20. Rules for ascertaining intention as to time when property passes.
21. Reservation by seller of right of disposal.
22. Risk prima facie passes with property.
Transfer of Title
23. Sale by person not the owner.
24. Market overt.
25. Sale under voidable title.
26. Revesting of property in stolen goods on conviction of offender.
27. Resale by seller or buyer or the agent of either party in possession after sale.
28. Effect of writs of execution.
PERFORMANCE OF THE CONTRACT
29. Duties of seller and buyer.
30. Payment and delivery prima facie concurrent conditions.
31. Rules as to delivery to buyer.
32. Delivery of wrong quantity or description.
33. Delivery by instalments.
34. Delivery to carrier, seller's duty as to contract with carrier as buyer's agent and insurance on sea transit by seller.
35. Risk where goods are delivered elsewhere than at place of sale.
36. Buyer's rights of examining the goods.
38. Buyer is not bound to return rejected goods.
39. Liability of buyer for neglecting or refusing delivery of goods.
RIGHTS OF UNPAID SELLER AGAINST GOODS
40. Definition of "unpaid seller".
41. Rights of unpaid seller.
Unpaid Seller's Lien
42. Seller's lien.
43. Lien after part delivery.
44. Termination of lien.
Stoppage in transitu
45. Right of stoppage in transitu.
46. Duration of transit.
47. Mode of stoppage in transitu.
Resale by Buyer or Seller
48. Effect of sub-sale or pledge by buyer.
49. Effect on sale of exercise of lien or stoppage in transitu, etc.
ACTIONS FOR BREACH OF CONTRACT
Remedies of the Seller
50. Action for price.
51. Action for non-acceptance and measures of damages.
Remedies of the Buyer
52. Action for non-delivery and measure of damages.
53. Right to specific performance.
54. Remedy for breach of warranty and measure of damage.
55. Interest and special damages.
56. Variation, etc., of implied rights.
57. Reasonable time.
58. Rights, etc., enforceable by action.
59. Auction sales.
THE SALE OF GOODS ACT
An Act to provide for the law relating to the sale of goods.
[15th May, 1931]
18 of 1931
55 of 1963
PRELIMINARY PROVISIONS (ss 1-2)
This Act may be cited as the Sale of Goods Act.
(1) In this Act, unless the context otherwise requires–
"action" includes counterclaim and set-off;
"buyer" means a person who buys or agrees to buy goods;
"contract of sale" includes an agreement to sell and a sale;
"delivery" means the voluntary transfer of possession from one person to another;
"document of title to goods" includes any bill of lading, dock warrant, warehouse-keeper's certificate, and warrant or order for the delivery of goods, and any other document used in the ordinary course of business as proof of the possession or control of goods, or authorising or purporting to authorise, either by endorsement or by delivery, the possessor of the document to transfer or receive goods represented by that document;
"fault" means wrongful act or default;
"future goods" means goods to be manufactured or acquired by the seller after the making of the contract of sale;
"goods" includes all chattels personal other than things in action and money, 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 defendant counter-claiming;
"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, a sale and a sale and delivery.
"seller" means a person who sells or agrees to sell goods;
"specific goods" means goods identified and agreed upon at the time a contract of sale is made;
"warranty" means an agreement with reference to goods which are the subject of a contract of sale, but collateral to the main purpose of such contract, the breach of which gives rise to a claim for damages, but not a right to reject the goods and treat the contract as repudiated.
(2) A thing is deemed to be done "in good faith" within the meaning of this Act when it is in fact done honestly, whether it be done negligently or not.
(3) A person is deemed to be "insolvent" within the meaning of this Act 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.
(4) Goods are in a "deliverable state" within the meaning of this Act when they are in such a state that the buyer would, under the contract, be bound to take delivery of them.
FORMATION OF CONTRACT (ss 3-17)
Contract of Sale (ss 3-4)
(1) A contract of sale of goods is a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price, and there may be a contract of sale between one part owner and another.
(2) A contract of sale may be absolute or conditional.
(3) Where under a contract of sale the property in the goods is transferred from the seller to the buyer the contract is called a sale; but where the transfer of the property in the goods is to take place at a future time or subject to some condition to be fulfilled after the transfer, the contract is called an agreement to sell.
(4) An agreement to sell becomes a sale when the time elapses, or the conditions are fulfilled, subject to which the property in the goods is to be transferred.
(1) Capacity to buy and sell is regulated by the general law concerning capacity to contract, and to transfer and acquire property.
(2) Where necessaries are sold and delivered to an infant or minor, or to a person who by reason of mental incapacity or drunkenness is incompetent to contract, he must pay a reasonable price therefor.
(3) 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 time of the sale and delivery.
Formalities of Contract (ss 5-6)
(1) Subject to the provisions of this Act and of any other written law in that behalf, a contract of sale may be made in writing (either with or without seal) or by word of mouth, or partly in writing and partly by word of mouth, or may be implied from the conduct of the parties.
(2) Nothing in this section shall affect the law relating to corporations.
(1) A contract for the sale of any goods of the value of two hundred shillings or more shall not be enforceable by action unless the buyer accepts part of the goods so sold, and actually receives, the goods, or gives something in earnest to bind the contract or in part payment, or unless some note or memorandum in writing of the contract is made and signed by the party to be charged or by his agent in that behalf.
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