HE SALE OF GOODS ACT, 1930

(ACT NO. III OF 1930).

[15th March, 1930]

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 1. (1) This Act may be called the Sale of Goods Act, 1930.
and
commencement (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 3. The unrepealed provisions of the Contract Act, 1872, save in so far
provisions of Act as they are inconsistent with the express provisions of this Act, shall
IX of 1872 continue to apply to contracts for the sale of goods.

CHAPTER II

FORMATION OF THE CONTRACT

Contract of Sale
Sale and 4. (1) A contract of sale of goods is a contract whereby the seller
agreement to sell 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 5. (1) A contract of sale is made by an offer to buy or sell goods for a
how made 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 6. (1) The goods which form the subject of a contract of sale may be
goods 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 7. Where there is a contract for the sale of specific goods, the contract
before making of is void if the goods without the knowledge of the seller have, at the
contract time when the contract was made, perished or become so damaged as
no longer to answer to their description in the contract.

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

The Price

Ascertainment of 9. (1) The price in a contract of sale may be fixed by the contract or
price 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 10. (1) Where there is an agreement to sell goods on the terms that the
at valuation 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 11. Unless a different intention appears from the terms of the contract,
time 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 12. (1) A stipulation in a contract of sale with reference to goods which
warranty 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 13. (1) Where a contract of sale is subject to any condition to be
to be treated as fulfilled by the seller, the buyer may waive the condition or elect to
warranty 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 14. In a contract of sale, unless the circumstances of the contract are
undertaking as to such as to show a different intention there is-
title, etc
(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 15. Where there is a contract for the sale of goods by description, there
description 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 16. Subject to the provisions of this Act and of any other law for the
conditions as to time being in force, there is no implied warranty or condition as to the
quality or fitness 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 18. Where there is a contract for the sale of unascertained goods, no
ascertained property in the goods is transferred to the buyer unless and until goods
are ascertained.

Property passes 19. (1) Where there is a contract for the sale of specific or ascertained
when intended to goods the property in them is transferred to the buyer at such time as
pass 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 20. Where there is an unconditional contract for the sale of specific
a deliverable state 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 21. Where there is a contract for the sale of specific goods and the seller
be put into a is bound to do something to the goods for the purpose of putting them
deliverable state into a deliverable state, the property does not pass until such thing is
done and the buyer has notice thereof.

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

Sale of 23.(1) Where there is a contract for the sale of unascertained or future
unascertained goods by description and goods of that description and in a deliverable
goods and state are unconditionally appropriated to the contract, either by the
appropriation 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 24. When goods are delivered to the buyer on approval or "on sale or
approval 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 25.(1) Where there is a contract for the sale of specific goods or where
right of disposal 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 26. Unless otherwise agreed, the goods remain at the seller's risk until
passes with the property therein is transferred to the buyer, but when the property
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 27. Subject to the provisions of this Act and of any other law for the
not the owner 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 28. If one of several joint owners of goods has the sole possession of
joint owners 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 29. When the seller of goods has obtained possession thereof under a
possession under contract voidable under section 19 or section 19A of the Contract Act,
voidable contract 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 30. (1)Where a person, having sold goods, continues or is in possession
possession after of the goods or of the documents of title to the goods, the delivery or
sale 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 31. It is the duty of the seller to deliver the goods and of the buyer to
and buyer accept and pay for them, in accordance with the terms of the contract of
sale.

Payment and 32. Unless otherwise agreed, delivery of the goods and payment of the
delivery are price are concurrent conditions, that is to say, the seller shall be ready
concurrent and willing to give possession of the goods to the buyer in exchange for
conditions 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 34. A delivery of part of goods, in progress of the delivery of the whole,
delivery 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 35. Apart from any express contract, the seller of goods is not bound to
delivery deliver them until the buyer applies for delivery.

Rule as to 36. (1) Whether it is for the buyer to take possession of the goods or for
delivery 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 37. (1) Where the seller delivers to the buyer a quantity of goods less
quantity 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 38. (1) Unless otherwise agreed, the buyer of goods is not bound to
deliveries 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 39. (1) Where, in pursuance of a contract of sale, the seller is authorized
or wharfinger 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 40. Where the seller of goods agrees to deliver them at his own risk at a
are delivered at place other than that where they are when sold, the buyer shall,
distant place nevertheless, unless otherwise agreed, take any risk of deterioration in
the goods necessarily incident to the course of transit.

Buyer's right of 41. (1) Where goods are delivered to the buyer which he has not
examining the previously examined, he is not deemed to have accepted them unless
goods 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 43. Unless otherwise agreed, where goods are delivered to the buyer
to return rejected and he refuses to accept them, having the right so to do, he is not bound
goods 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 44. When the seller is ready and willing to deliver the goods and
for neglecting or requests the buyer to take delivery, and the buyer does not within a
refusing delivery reasonable time after such request take delivery of the goods, he is
of goods 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 46. (1) Subject to the provisions of this Act and of any law for the time
rights 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 49.(1) The unpaid seller of goods loses his lien thereon
lien
(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 50. Subject to the provisions of this Act, when the buyer of goods
in transit 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 52.(1) The unpaid seller may exercise his right of stoppage in transit
transit is effected 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 53.(1) Subject to the provisions of this Act, the unpaid seller's right of
or pledge by lien or stoppage in transit is not affected by any sale or other disposition
buyer 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 54.(1) Subject to the provisions of this section, a contract of sale is not
rescinded by lien rescinded by the mere exercise by an unpaid seller of his right of lien or
or stoppage in stoppage in transit.
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- 56. Where the buyer wrongfully neglects or refuses to accept and pay
acceptance for the goods, the seller may sue him for damages for non-acceptance.

Damages for non- 57. Where the seller wrongfully neglects or refuses to deliver the goods
delivery to the buyer, the buyer may sue the seller for damages for non-delivery.

Specific 58. Subject to the provisions of Chapter II of the Specific Relief Act,
performance 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 59.(1) Where there is a breach of warranty by the seller, or where the
breach of buyer elects or is compelled to treat any breach of a condition on the
warranty 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 60. Where either party to a contract of sale repudiates the contract
contract before before the date of delivery, the other may either treat the contract as
due date 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 61. (1) Nothing in this Act shall affect the right of the seller or the
damages and buyer to recover interest or special damages in any case where by law
special damages 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 62. Where any right, duty or liability would arise under a contract of
implied terms and sale by implication of law, it may be negatived or varied by express
conditions 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 63. Where in this Act any reference is made to a reasonable time, the
question of fact 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 [ 64A. In the event of any duty of customs or excise or tax on any
sale amount of goods being imposed, increased, decreased or remitted after the making
increased or of any contract for the sale of such goods without stipulation as to the
decreased duty or payment of duty or tax where duty or tax was not chargeable at the time
tax to be added, of the making of the contract, or for the sale of such goods duty-paid or
or deducted 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.