An Act to define and amend the law relating to the sale of

goods.

WHEREAS it is expedient to define and amend

the law relating to the sale of goods;

It is hereby enacted as follows:-

CHAPTER I

PRELIMINARY

Short title, extent and 1. (1) This Act may be called the Sale of Goods Act,
commencement 1930.

(2) It extends to the whole of 1[ Bangladesh].

(3) It shall come into force on the first day of July,

1930.

Definitions 2. In this Act, unless there is anything repugnant in the

subject or context,-

(1) "buyer" means a person who buys or agrees to buy

goods;

(2) "delivery" means voluntary transfer of possession

from one person to another;

(3) goods are said to be in a "deliverable state" when

they are in such state that the buyer would under the
contract be bound to take delivery of them;

(4) "document of title to goods" includes a bill of

lading dock-warrant, warehouse keeper's certificate,
whar-fingers' certificate, railway receipt. warrant or
order for the delivery of goods and any other document
used in the ordinary course of business as proof of the
possession or control of goods, or authorizing or
purporting to authorize, either by endorsement or by
delivery, the possessor of the document to transfer or
receive goods thereby represented;

(5) "fault" means wrongful act or default;

(6) "future goods" means goods to be manufactured or

 produced or acquired by the seller after the making of
the contract of sale;

(7) "goods" means every kind of moveable property

other than actionable claims and money; and includes
electricity, water, gas, stock and shares, growing crops,
grass, and things attached to or forming part of the land
which are agreed to be severed before sale or under the
contract of sale;

(8) a person is said to be "insolvent" who 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 insolvency or not;

(9) "mercantile agent" means a mercantile agent having

in the customary course of business as such agent
authority either to sell goods, or to consign goods for
the purposes of sale, or to buy goods, or to raise money
on the security of goods;

(10) "price" means the money consideration for a sale

of goods;

(11) "Property" means the general property in goods,

and not merely a special property;

(12) "quality of goods" includes their state or

condition;

(13) "seller" means a person who sells or agrees to sell

goods;

(14) "specific goods" means goods identified and

agreed upon at the time a contract of sale is made; and

(15) expressions used but not defined in this Act and

defined in the Contract Act. 1872, have the meanings
assigned to them in that Act.

Application of provisions of Act 3. The unrepealed provisions of the Contract Act, 1872,
IX of 1872 save in so far as they are inconsistent with the express
provisions of this Act, shall continue to apply to
contracts for the sale of goods.
 CHAPTER II

FORMATION OF THE CONTRACT

Contract of Sale

Sale and agreement to sell 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 price. There may be a contract
of sale between one part-owner and another.

(2) A contract of sale may be absolute or conditional.

(3) Where under a contract of sale the property in the

goods is transferred from the seller to the buyer, the
contract is called a sale, but where the transfer of the
property in the goods is to take place at a future time or
subject to some condition thereafter to be fulfilled, the
contract is called an agreement to sell.

(4) An agreement to sell becomes a sale when the time

elapses or the conditions are fulfilled subject to which
the property in the goods is to be transferred.

Formalities of the contract

Contract of sale how made 5. (1) A contract of sale is made by an offer to buy or
sell goods for a price and the acceptance of such offer.
The contract may provide for the immediate delivery of
the goods or immediate payment of the price or both,
or for the delivery or payment by instalments, or that
the delivery or payment or both shall be postponed.

(2) Subject to the provisions of any law for the time

being in force, a contract of sale may be made in
writing 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.
Subject-matter of Contract.

Existing of future goods 6. (1) The goods which form the subject of a contract
of sale may be either existing goods, owned or
possessed by the seller, or future goods.(2) There may
be a contract for the sale of goods the acquisition of
which by the seller depends upon a contingency which
may or may not happen.
 (3) Where by a contract of sale the seller purports to
effect a present sale of future goods, the contract
operates as an agreement to sell the goods.

Goods perishing before making 7. Where there is a contract for the sale of specific
of contract goods, the contract is void if the goods without the
knowledge of the seller have, at the time when the
contract was made, perished or become so damaged as
no longer to answer to their description in the contract.

Goods perishing before sale but 8. Where there is an agreement to sell specific goods,
after agreement to sell and subsequently the goods without any fault on the
part of the seller or buyer perish or become so damaged
as no longer to answer to their description in the
agreement before the risk passes to the buyer, the
agreement is thereby avoided.

The Price

Ascertainment of price 9. (1) The price in a contract of sale may be fixed by

the contract or may be left to be fixed in manner
thereby agreed or may be determined by the course of
dealing between the parties.

(2) Where the price is not determined in accordance

with the foregoing provisions, the buyer shall pay the
seller a reasonable price. What is a reasonable price is a
question of fact dependent on the circumstances of
each particular case.

Agreement to sell at valuation 10. (1) Where there is an agreement to sell goods on
the terms that the price is to be fixed by the valuation
of a third party and such third party cannot or does not
make such valuation, the agreement is thereby avoided:

Provided that, if the goods or any part thereof have

been delivered to, and appropriated by, the buyer, he
shall 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 a suit for damages
against the party in fault.

Conditions and Warranties

Stipulations as to time 11. Unless a different intention appears from the terms
of the contract, stipulations as to time of payment are
not deemed to be of the essence of a contract of sale.
Whether any other stipulation as to time is of the
essence of the contract or not depends on the terms of
the contract.

Condition and warranty 12. (1) A stipulation in a contract of sale with reference
to goods which are the subject thereof may be a
condition or a warranty.

(2) A condition is a stipulation essential to the main

purpose of the contract, the breach of which gives rise
to right to treat the contract as repudiated.

(3) A warranty is a stipulation collateral to the main

purpose of the 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.

(4) Whether a stipulation in a contract of sale is a

condition or a warranty depends in each case on the
construction of the contract. A stipulation may be a
condition, though called a warranty in the contract.

When condition to be treated as 13. (1) Where a contract of sale is subject to any
warranty condition to be fulfilled by the seller, the buyer may
waive the condition or elect to treat the breach of the
condition as a breach of warranty and not as a ground
for treating the contract as repudiated.

(2) Where a contract of sale is not severable and the

buyer has accepted the goods or part thereof, the
breach of any condition to be fulfilled by the seller can
only be treated as a breach of warranty and not as a
ground for rejecting the goods and treating the contract
 as repudiated, unless there is a term of the contract,
express or implied, to that effect.

(3) Nothing in this section shall effect the case of any

condition or warranty fulfilment of which is excused
by law by reason of impossibility or otherwise.

Implied undertaking as to title, 14. In a contract of sale, unless the circumstances of

etc the contract are such as to show a different intention
there is-

(a) an implied condition on the part of the seller that, in

the case of a sale, he has a right to sell the goods and
that, in the case of an agreement to sell, he will have a
right to sell the goods at the time when the property is
to pass;

(b) an implied warranty that the buyer shall have and

enjoy quiet possession of the goods;

(c) 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 time when the contract is made.

Sale by description 15. Where there is a contract for the sale of goods by
description, there is an implied condition that the goods
shall correspond with the description; and, if the sale is
by sample as well as by description, it is not sufficient
that the bulk of the goods corresponds with the sample
if the goods do not also correspond with the
description.

Implied conditions as to quality 16. Subject to the provisions of this Act and of any
or fitness other law for the time being in force, 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 a description which it is in the course of
the seller's business to supply (whether he is the
manufacturer or producer or not), there is an implied
condition that the goods shall be reasonably fit for such
purpose:

Provided that, in the case of a contract for the sale of a

specified article under its patent or other trade name,
there is no implied condition as to its fitness for any
particular purpose.

(2) Where goods are bought by description from a

seller who deals in goods of that description (whether
he is the manufacturer or producer or not), there is an
implied condition that the goods shall be of
merchantable quality:

Provided that, if the buyer has examined the goods,

there shall be no implied condition as regards defects
which such examination ought to have revealed.

(3) An implied warranty or condition as to quality or

fitness for a particular purpose may be annexed by the
usage of trade.

(4) An express warranty or condition does not negative

a warranty or condition implied by this Act unless
inconsistent therewith.

Sale by sample 17. (1) A contract of sale is a contract for sale by

sample where there is a term in the contract, express or
implied, to that effect.

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

an implied condition-

(a) that the bulk shall correspond with the sample in

quality;

(b) that the buyer shall have a reasonable opportunity

of comparing the bulk with the sample;

(c) that the goods shall be free from any defect,

rendering them unmerchantable, which would not be
apparent on reasonable examination of the sample.
 CHAPTER III

EFFECTS OF THE CONTRACT

Transfer of Property as between Seller and Buyer

Goods must be ascertained 18. Where there is a contract for the sale of
unascertained goods, no property in the goods is
transferred to the buyer unless and until goods are
ascertained.

Property passes when intended 19. (1) Where there is a contract for the sale of specific
to pass or ascertained goods the property in them is transferred
to the buyer at such time as the parties to the contract
intend it to be transferred.

(2) For the purpose of ascertaining the intention of the

parties regard shall be had to the terms of the contract,
the conduct of the parties and the circumstances of the
case.

(3) Unless a different intention appears, the rules

contained in section 20 to 24 are rules for ascertaining
the intention of the parties as to the time at which the
property in the goods is to pass to the buyer.

Specific goods in a deliverable 20. Where there is an unconditional contract for the
state sale of specific goods in a deliverable state, the
property in the goods passes to the buyer when the
contract is made, and it is immaterial whether the time
of payment to the price or the time of delivery of the
goods, or both, is postponed.

Specific goods to be put into a 21. Where there is a contract for the sale of specific
deliverable state goods and the seller is bound to do something to the
goods for the purpose of putting them into a deliverable
state, the property does not pass until such thing is
done and the buyer has notice thereof.
Specific goods in a deliverable 22. Where there is a contract for the sale of specific
state, when the seller has to do goods in a deliverable state, but the seller is bound to
anything thereto in order to weigh measure, test or do some other act or thing with
ascertain price reference to the goods for the purpose of ascertaining
the price, the property does not pass until such act or
thing is done and the buyer has notice thereof.

Sale of unascertained goods and 23.(1) Where there is a contract for the sale of
appropriation unascertained or future goods by description and goods
of that description and in a deliverable state are
unconditionally appropriated to the contract, either by
the seller with the assent of the buyer or by the buyer
with the assent of the seller, the property in the goods
thereupon passes to the buyer. Such assent may be
express or implied, and may be given either before or
after the appropriation is made.

Delivery to carrier (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 deposal, he is deemed to have
unconditionally appropriated the goods to the contract.

Goods sent on approval or 24. When goods are delivered to the buyer on approval
or "on sale or return" or other similar terms, the
property therein passes to the buyer-

(a) when he signifies his approval or acceptance to the

seller or does any other act adopting the transaction;

(b) if he does not signify his approval or acceptance to

the seller but retains the goods without giving notice of
rejection, then, if a time has been fixed for the return of
the goods, on the expiration of such time, and, if no
time has been fixed, on the expiration of a reasonable
time.
Reservation of right of disposal 25.(1) Where there is a contract for the sale of specific
goods or where goods are subsequently appropriated to
the contract, the seller may, by the terms of the contract
or appropriation, reserve the right of disposal of the
goods until certain conditions are fulfilled. In such
case, notwithstanding the delivery of the goods to a
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 or are dispatched by

railway and are by the bill of lading or by railway
receipt 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 or railway receipt to the buyer together, to
secure acceptance or payment of the bill of exchange,
the buyer is bound to return the bill of lading or railway
receipt if he does not honour the bill of exchange and if
he wrongfully retains the bill of lading or railway
receipt the property in the goods does not pass to him.

Risk prima facie passes with 26. Unless otherwise agreed, the goods remain at the
property seller's risk until the property therein is transferred to
the buyer, but when the property therein is transferred
to the buyer, the goods are at the buyer's risk whether
delivery has been made or not:

Provided that, where delivery has been delayed through

the fault of either buyer or seller, 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

Sale by person not the owner 27. Subject to the provisions of this Act and of any
other law for the time being in force, where goods are
sold by a person who is not the owner thereof and who
does not sell them under the authority or with the
consent of the owner, the buyer acquires no better title
of 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:

Provided that where the mercantile agent is, with the

consent of the owner, in possession of the goods or of a
document of title to the goods, any sale made by him,
when acting in the ordinary course of business of a
mercantile agent, shall be as valid as if he were
expressly authorized by the owner of the goods to
make the same; provided that the buyer acts in good
faith and has not at the time of the contract of sale
notice that the seller has not authority to sell.

Sale by one of joint owners 28. If one of several joint owners of goods has the sole
possession of them by permission of the co-owners, the
property in the goods is transferred to any person who
buys them of such joint owner in good faith and has not
at the time of the contract of sale notice that the seller
has not authority to sell.

Sale by person in possession 29. When the seller of goods has obtained possession
under voidable contract thereof under a contract voidable under section 19 or
section 19A of the Contract Act, 1872, but the contract
has not been rescinded 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.

Seller or buyer in possession 30. (1)Where a person, having sold goods, continues or
after sale is in possession of the goods or of the documents of
title to the goods, the delivery or transfer by that person
or by a mercantile agent acting for him, of the goods or
documents of title under any sale, pledge or other
disposition thereof to any person receiving the same in
 good faith and without notice of the previous sale shall
have the same effect as if the person making the
delivery or transfer were expressly authorized by the
owner of the goods to make the same.

CHAPTER IV

PERFORMANCE OF THE CONTRACT

Duties of seller and buyer 31. 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.

Payment and delivery are 32. Unless otherwise agreed, delivery of the goods and
concurrent conditions payment of the price are concurrent conditions, that is
to say, the seller shall be ready and willing to give
possession of the goods to the buyer in exchange for
the price, and the buyer shall be ready and willing to
pay the price in exchange for possession of the goods.

Delivery 33. Delivery of goods sold may be made by doing

anything which the parties agree shall be treated as
delivery or which has the effect of putting the goods in
the possession of the buyer or of any person authorized
to hold them on his behalf.

Effect of part delivery 34. A delivery of part of goods, in progress of the

delivery of the whole, has the same effect, for the
purpose of passing the property in such goods, as a
delivery of the whole; but a delivery of part of the
goods, with an intention of severing it from the whole,
does not operate as a delivery of the remainder.

Buyer to apply for delivery 35. Apart from any express contract, the seller of goods
is not bound to deliver them until the buyer applies for
delivery.
Rule as to delivery 36. (1) Whether it is for the buyer to take possession of
the goods or for the seller to send them to the buyer is a
question depending in each case on the contract,
express or implied, between the parties. Apart from any
such contract, goods sold are to be delivered at the
place at which they are at the time of

the sale, and goods agreed to be sold are to be

delivered at the place at which they are at the time of
the agreement to sell, or if not then in existence, at the
place at which they are manufactured or produced.

(2) Where under the contract of the 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
shall be borne by the seller.

Delivery of wrong quantity 37. (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 shall pay for them at the contract rate.

(2) Where the seller delivers to the buyer a quantity of

goods larger than he contracted to sell, the buyer may
accept the goods included in the contract and reject the
rest, or he may reject the whole. If the buyer accepts
the whole of the goods so delivered, he shall pay for
the at them contract rate.
 (3) Where the seller delivers to the buyer the goods he
contracted to sell mixed with goods of different
description not included in the contract, the buyer may
accept the goods which are in accordance with the
contract and reject the rest, or may reject the whole.

(4) The provisions of this section are subject to any

usage of trade, special agreement or course of dealing
between the parties.

Instalment deliveries 38. (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 no delivery or
defective delivery in respect of one or more
instalments, or the buyer neglects or refuses to take
delivery of or pay for one or more instalments, it is a
question in each case depending on the terms of the
contract and the circumstances of the case, whether the
breach of contract is a repudiation of the whole
contract, or whether it is a severable breach giving rise
to a claim for compensation, but not to a right to treat
the whole contract as repudiated.

Delivery to carrier or 39. (1) Where, in pursuance of a contract of sale, the

wharfinger seller is authorized or required to send the goods to the
buyer, delivery of the goods to a carrier, whether
named by the buyer or not, for the purpose of
transmission to the buyer, or delivery of the goods to a
wharfinger for safe custody, is prima facie deemed to
be a delivery of the goods to the buyer.

(2) Unless otherwise authorized by the buyer, the seller

shall make such contract with the carrier or wharfinger
on behalf of the buyer as may be reasonable having
regard to the nature of the goods and the other
circumstances of the case. If the seller omits, so to do,
and the goods are lost or damaged in course of transit
or whilst in the custody of the wharfinger, the buyer
may decline to treat the delivery to the carrier of
wharfinger as a delivery to himself, or may hold the
seller responsible in damages.
 (3) Unless otherwise agreed, where goods are sent by
the seller to the buyer by a route involving sea transit,
in circumstances in which it is usual to insure, the
seller shall give such notice to the buyer as may enable
him to insure them during their sea transit, and if the
seller fails so to do, the goods shall be deemed to be at
his risk during such sea transit.

Risk where goods are delivered 40. Where the seller of goods agrees to deliver them at
at distant place his own risk at a place other than that where they are
when sold, the buyer shall, nevertheless, unless
otherwise agreed, take any risk of deterioration in the
goods necessarily incident to the course of transit.

Buyer's right of examining the 41. (1) Where goods are delivered to the buyer which
goods he has not previously examined, he is not deemed to
have accepted them unless and until he has had a
reasonable opportunity of examining them for the
purpose of ascertaining whether they are in conformity
with the contract.

(2) Unless otherwise agreed, when the seller tenders

delivery of goods to the buyer, he is bound, on request,
to afford the buyer a reasonable opportunity of
examining the goods for the purpose of ascertaining
whether they are in conformity with the contract.

Acceptance 42. The buyer is deemed to have accepted the goods

when he intimates to the seller, that he has accepted
them, or when the goods have been delivered to him
and he does any act in relation to them which is
inconsistent with the ownership of the seller, or when,
after the lapse of a reasonable time, he retains the
goods without intimating to the seller that he has
rejected them.

Buyer not bound to return 43. Unless otherwise agreed, where goods are delivered
rejected goods to the buyer and he refuses to accept them, having the
right so to do, he is not bound to return them to the
seller, but it is sufficient if he intimates to the seller
that he refuses to accept them.
Liability of buyer for neglecting 44. When the seller is ready and willing to deliver the
or refusing delivery of goods goods and requests the buyer to take delivery, and the
buyer does not within a reasonable time after such
request take delivery of the goods, he is liable to the
seller for any loss occasioned by his neglect or refusal
to take delivery, and also for a reasonable charge for
the care and custody of the goods:

Provided that nothing in this section shall affect the

rights of the seller where the neglect or refusal of the
buyer to take delivery amounts to a repudiation of the
contract.

CHAPTER V

RIGHTS OF UNPAID SELLER AGAINST THE

GOODS

45. (1) The seller of goods is deemed to be an "unpaid

seller" within the meaning of this Act (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 Chapter, the term "seller" includes any

person who is in the position of a seller, as, for
instance, an agent of the seller to whom the bill of
lading has been endorsed, or a consignor or agent who
has himself paid, or is directly responsible for, the
price.

Unpaid seller's rights 46. (1) Subject to the provisions of this Act and of any
law for the time being in force, 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 for the price while he is in

possession of them;
 (b) in case of the insolvency of the buyer a right of
stopping the goods in transit after he has parted with
the possession of them;

(c) a right of re-sale as limited by this Act.

(2) Where the property in goods has not passed to the

buyer, the unpaid seller has, in addition to his other
remedies, a right of withholding delivery similar to and
co-extensive with his rights of lien and stoppage in
transit where the property has passed to the buyer.

Unpaid Seller's Lien.

Seller's lien 47. (1) Subject to the provisions of this Act, the unpaid
seller of goods who is in possession of them is entitled
to retain possession of them until payment or tender of
the price in the following cases, namely:-

(a) Where the goods have been sold without any

stipulation as to credit;

(b) Where the goods have been sold on credit, but the
term of credit has expired;

(c) Where the buyer becomes insolvent.

(2) The seller may exercise his right of lien

notwithstanding that he is in possession of the goods as
agent or bailee for the buyer.

Part delivery 48. Where an unpaid seller has made part delivery of
the goods, he may exercise his right of lien on the
remainder, unless such part delivery has been made
under such circumstances as to show an agreement to
waive the lien.

49 Termination of lien 49.(1) The unpaid seller of goods loses his lien
thereon

(a) when he delivers the goods to a carrier or other

bailee for the purpose of transmission to the buyer
without reserving the right of disposal of the goods;
 (b) when the buyer or his agent lawfully obtains
posses-sion of the goods;

(c) by waiver thereof.

(2) The unpaid seller of goods, having a lien thereon,

does not lose his lien by reason only that he has
obtained a decree for the price of the goods.

Stoppage in Transit

Right of stoppage in transit 50. Subject to the provisions of this Act, when the
buyer of goods becomes insolvent, the unpaid seller
who has parted with the possession of the goods has
the right of stopping them in transit, that is to say, he
may resume possession of the goods as long as they are
in the course of transit, and may retain them until
payment or tender of the price.

Duration of transit 51.(1) Goods are deemed to be in course of transit from

the time when they are delivered to a carrier or other
bailee for the purpose of transmission to the buyer,
until the buyer or his agent in that behalf takes delivery
of them from such carrier or other bailee.

(2) If the buyer or his agent in that behalf obtains

delivery of the goods before their arrival at the
appointed destination, the transit is at an end.

(3) If, after the arrival of the goods at the appointed

destination, the carrier or other bailee acknowledges to
the buyer or his agent that he holds the goods on his
behalf and continues in possession of them as bailee for
the buyer or his agent, the transit is at an end and it is
immaterial that a further destination for the goods may
have been indicated by the buyer.

(4) If the goods are rejected by the buyer and the

carrier or other bailee continues in possession of them,
the transit is not deemed to be at 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 of the
buyer.
 (6) Where the carrier or other bailee wrongfully refuses
to deliver the goods to the buyer or his agent in that
behalf, the transit is deemed to be at an end.

(7) Where part delivery of the goods has been made to

the buyer or his agent in that behalf, the remainder of
the goods may be stopped in transit, unless such part
delivery has been given in such circumstances as to
show an agreement to give up possession of the whole
of the goods.

How stoppage in transit is 52.(1) The unpaid seller may exercise his right of
effected stoppage in transit either by taking actual possession of
the goods, or by giving notice of his claim to the carrier
or other bailee in whose possession the goods are. Such
notice may be given either to the person in actual
possession of the goods or to his principal. In the latter
case the notice, to be effectual, shall be given at such
time and in such circumstances that the principal, by
the exercise of reasonable diligence, may communicate
it to his servant or agent in time to prevent a delivery to
the buyer.

Transfer by Buyer and Seller

53.(1) Subject to the provisions of this Act, the unpaid

seller's right of lien or stoppage in transit 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 issued or lawfully transferred to any person as
buyer or owner of the goods, and that person transfers
the document to a person who takes the document in
good faith and for consideration, then, if such last
mentioned transfer was by way of sale, the unpaid
seller's right of lien or stoppage in transit 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 stoppage in transit can only be exercised
subject to the rights of the transferee.

(2) Where the transfer is by way of pledge, the unpaid

seller may require the pledgee to have the amount
secured by the pledge satisfied in the first instance, as
far as possible, out of any other goods or securities of
the buyer in the hands of the pledgee and available
against the buyer.
 Transfer by Buyer and Seller

Effect of sub-sale or pledge by 53.(1) Subject to the provisions of this Act, the unpaid
buyer seller's right of lien or stoppage in transit 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 issued or lawfully transferred to any person as
buyer or owner of the goods, and that person transfers
the document to a person who takes the document in
good faith and for consideration, then, if such last
mentioned transfer was by way of sale, the unpaid
seller's right of lien or stoppage in transit 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 stoppage in transit can only be exercised
subject to the rights of the transferee.

(2) Where the transfer is by way of pledge, the unpaid

seller may require the pledgee to have the amount
secured by the pledge satisfied in the first instance, as
far as possible, out of any other goods or securities of
the buyer in the hands of the pledgee and available
against the buyer.

Sale not generally rescinded by 54.(1) Subject to the provisions of this section, a
lien or stoppage in transit contract of sale is not rescinded by the mere exercise
by an unpaid seller of his right of lien or stoppage in
transit.

(2) Where the goods are of a perishable nature, or

where the unpaid seller who has exercised his right of
lien or stoppage in transit gives notice to the buyer of
his intention to re-sell, the unpaid seller may, if the
buyer does not within a reasonable time pay or tender
the price, re-sell the goods within a reasonable time
and recover from the original buyer damages for any
loss occasioned by his breach of contract, but the buyer
shall not be entitled to any profit which may occur on
the re-sale. If such notice is not given, the unpaid seller
shall not be entitled to recover such damages and the
buyer shall be entitled to the profit, if any, on the re-
sale.
 (3) Where an unpaid seller who has exercised his right
of lien or stoppage in transit re-sells the goods, the
buyer acquires a good title thereto as against the
original buyer, notwithstanding that no notice of the re-
sale has been given to the original buyer.

(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 which the seller may have for
damages.

CHAPTER VI

SUITS FOR BREACH OF THE CONTRACT

Suit for price 55.(1) Where under a contract of sale the property in
the goods has passed to the buyer wrongfully neglects
or refuses to pay for the goods according to the terms
of the contract, the seller may sue 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 sue him for the price although the property
in the goods has not passed and the goods have not
been appropriated to the contract.

Damages for non-acceptance 56. Where the buyer wrongfully neglects or refuses to
accept and pay for the goods, the seller may sue him
for damages for non-acceptance.

Damages for non-delivery 57. Where the seller wrongfully neglects or refuses to
deliver the goods to the buyer, the buyer may sue the
seller for damages for non-delivery.
Specific performance 58. Subject to the provisions of Chapter II of the
Specific Relief Act, 1877, in any suit for breach of
contract to deliver specific or ascertained goods, the
Court may, if it thinks fit, on the application of
plaintiff, by its decree direct that the contract shall be
performed specifically, without giving the defendant
the option of retaining the goods on payment of
damages. The decree may be unconditional, or upon
such terms and conditions as to damages, payment of
the price or otherwise, as the Court may deem just, and
the application of the plaintiff may be made at any time
before the decree.

Remedy for breach of warranty 59.(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 other goods;
but he may

(a) set up against the seller the breach of warranty in

diminution or extinction of the price; or

(b) sue the seller for damages for breach of warranty.

(2) The fact that a buyer has set up a breach of

warranty in diminution or extinction of the price does
not prevent him from suing for the same breach of
warranty if he has suffered further damage.

Repudiation of contract before 60. Where either party to a contract of sale repudiates
due date the contract before the date of delivery, the other may
either treat the contract as subsisting and wait till the
date of delivery, or he may treat the contract as
rescinded and use for damages for the breach.

Interest by way of damages and 61. (1) Nothing in this Act shall affect the right of the
special damages seller or the buyer to recover interest or special
damages in any case where by law interest or special
damages may be recoverable, or to recover the money
paid where the consideration for the payment of it has
failed.
 (2) In the absence of a contract to the contrary, the
Court may award interest at such rate as it thinks fit on
the amount of the price-

(a) to the seller in a suit by him for the amount of the

price-from the date of the tender of the goods or from
the date on which the price was payable;

(b) to the buyer in a suit by him for the refund of the

price in a case of a breach of the contract on the part of
the seller- from the date on which the payment was
made.

CHAPTER VII

MISCELLANEOUS

Exclusion of implied terms and 62. Where any right, duty or liability would arise under
conditions a contract of sale by implication of law, it may be
negatived or varied by express agreement or by the
course of dealing between the parties, or by usage, if
the usage is such as to bind both parties to the contract.

Reasonable time a question of 63. Where in this Act any reference is made to a
fact reasonable time, the question what is a reasonable time
is a question of fact

Auction sale 64. In the case of a sale by auction-

(1) where goods are put up for sale in lots, each lot is
prima facie deemed to be the subject of a separate
contract of sale;

(2) the sale is complete when the auctioneer announces

its completion by the fall of the hammer or in other
customary manner; and, until such announcement is
made, any bidder may retract his bid;

(3) a right to bid may be reserved expressly by or on

behalf of the seller and, where such right is expressly
so reserved, but not otherwise, the seller or any one
person on his behalf may, subject to the provisions
hereinafter contained, bid at the auction;
 (4) where the sale is not notified to be subject to a right
to bid on behalf of the seller, it shall not be lawful for
the seller to bid himself or to employ any person to bid
at such sale, or for the auctioneer knowingly to take
any bid from the seller or any such person; and any sale
contravening this rule may be treated as fraudulent by
the buyer;

(5) the sale may be notified to be subject to a reserved

or upset price;

(6) if the seller makes use of pretended bidding to raise

the price, the sale is voidable at the option of the buyer.

2
In contracts of sale amount of [ 64A. In the event of any duty of customs or excise or
increased or decreased duty or tax on any goods being imposed, increased, decreased
tax to be added, or deducted or remitted after the making of any contract for the sale
of such goods without stipulation as to the payment of
duty or tax where duty or tax was not chargeable at the
time of the making of the contract, or for the sale of
such goods duty-paid or tax-paid where duty or tax was
chargeable at the time,-

(a) if such imposition or increase so takes effect that

the duty or tax or increased duty or tax, as the case may
be, or any part thereof, is paid, the seller may add so
much to the contract price as will be equivalent to

the amount paid in respect of such duty or tax or

increase of duty or tax, and he shall be entitled to be
paid and to sue for and recover such addition, and

(b) if such decrease or remission so takes effect that the

decreased duty or tax only or no duty or tax, as the case
may be, is paid, the buyer may deduct so much from
the contract price as will be equivalent to the decrease
of duty or tax or remitted duty or tax, and he shall not
be liable to pay, or be sued for or in respect of, such
deduction.]

Explanation. The word "tax" in this section means the

tax payable under the Sales Tax Act,1951.
[Repealed] 65. [Repealed by section 2 and Schedule of the
Repealing Act, 1938 (Act No. I of 1938).]

Savings 66.(1) Nothing in this Act or in any repeal effected

thereby shall affect or be deemed to affect-

(a) any right, title, interest, obligation or liability

already acquired, accrued or incurred before the
commencement of this Act, or

(b) any legal proceedings or remedy in respect of any

such right, title, interest, obligation or liability, or

(c) anything done or suffered before the

commencement of this Act, or

(d) any enactment relating to the sale of goods which is

not expressly repealed by this Act, or

(e) any rule of law not inconsistent with this Act.

(2) The rules of insolvency relating to contracts for the

sale of goods shall continue to apply thereto,
notwithstanding anything contained in this Act.

(3) The provisions of this Act 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.