THE SALE OF GOODS ACT, 1930

The Sale of Goods Act, 1930 wag enacted which came into effect from July lst 1930. It contains certain
provisions relating to sale of movabale property.

Definition of a Contract of Sale

According to Section 4 of the Sale of Goods Act “A contract of sale of goods is a contract whereby the
sellers transfer or agrees to transfer the property in goods to the buyer for a price.”

Meaning of contract of sale

contract of sale is a specific contract where by one party (called the seller) transfers or agrees to
transfer the propery (ownership) in the goods to another party (called the buyer) for a price (i.e.,
consideration). It should be noted that the term contract of sale includes both (i) sale and (ii) an
agreement to sell.

Essential Features of a Contract of Sale

The essentials of a contract of sale are as follows.

1. Two parties :

Two parties are required in a contract of sale i.e., buyer and seller. Buyer means a person who buys or
agrees to buy goods, seller means a person who sells or agrees to sell goods

2.Contract:

It required all the essential elements of a valid contract

3. Movable goods :

The goods which form the subject matter of the contract of sale is the movable goods.

ods. Sale and purchase of immovable property are covered under the qransfer of Property Act 1882.

4.Transfer of property :

The transfer of proporty in the goods from the seller to the buyer is the most important element in
contracts for the sale of goods. Property here means, ownership or title of the goods and there must pe
an absolute transfer of ownership in a contract of sale of goods.
5.Price:

Price means money consideration for sale of goods. Money must be paid or promised

6. Formalities :

According to Section 5 of the Sale of Goods Act contract of sale is made by an offer to buy or sell goods
for a price and the acceptance of such an offer. The contract may provide for the immediate delivery of
the goods or immediate payment of the price or both, or for the delivery

7. Form:

A contract of sale may be in writing or by word of mouth, or may be implied from the conduct of the
parties.

Subjects matter of contract of sale

Subject matter is the content of a contract of sale and goods is the subject matter. Goods means every
kind of movable property other than actionable claims and money. It includes stock and shares, growing
crops, grass and things attached to or forming part of the land.

Types of Goods

1. Existing goods : Goods which are owned or possessed by the seller at the time of contract of sale are
called existing goods.

Existing goods may be of three types suchi as specific goods, ascertained goods and unascertained
goods.

(a) Specific goods : These are the goods which are identified and agreed upon at the time when the
contract of sale is made.

(b) Ascertained goods : These are the goods which are identified by the parties subsequent to the
information of the contract of sale. The identification takes place at a later date.

c) Unascertained goods : These are the goods which are not specifically identified and agreed at the
time when the contract of sale is made. The seller in this case has an option, rather the right to supply
any goods of the kind or the quality contracted for.

2. Future goods : These are the goods which are to be manufactured or produced or acquired by the
seller after the contract of sale is made.

Example: A agrees to purchase entire crop of sugarcane of B’s farm at the rate of Rs.500 per quintal. This
is an agreement to sell the future goods.
3. Contingent goods : Contingent goods are a type of future goods, the acquisition of which by the seller
depends up on a contingency which may or may not happen. They are also a type of future goods and
therefore a contract for sale of contingent goods operate as an ‘ agreement to sell’.

Sale and Agreement to Sell

According to Section 4(3) of the Sale of Goods Act where under a contract of sale, the property
(ownership) in the goods is transferred from the seller to the buyer, it is called a sale. Thus in case of
sale,the transfer of property in goods takes place immediately.

sales means transfer of property from one person to another in consideration of the price paid or
promise of another valuable consideration.

‘But where under a contract of sale the transfer of the property in the goods to take place at a future
time or subject to some conditions there after to be fulfilled, the contract is called an agreement to sell.

Thus in case of agreement to sell, the transfer of property in goods does not take place immediately but
at a future date.

Distinction between Sale and an Agrcement to Sell

1. Nature of contract : Sale is an executed contract ie., it is a present contract. Where as agreement to
sell is an executory contract, i.e., which is yet to be executed, and therefore, is a future contract.

2. Transfer of property : In case of sale the transfer of property from the seller to the buyer takes place
immediately so that the seller is no more the owner of the goods sold. In case of agreement to sell the
transfer of property is to take place at a future date or subject to some conditions to be fulfilled. Seller
continues to be the owner.

3. Risk of loss : In a sale, as the buyer becomes the owner of the goods he has to suffer the loss if the
goods are subsequently damaged or destroyed. But in case of agreement to sell, since ownership does
not pass to the buyer the risk also does not pass to him and remains with the seller.

4. Type of goods: In a sale, the subject matter can be only the existing and specific goods where as in an
agreement to sell, the future and contingent goods are usually the subject matter. Sometimes, it is
unascertained existing goods.

5. Consequences of breach by buyer : In a sale, in case of breach by the buyer, the seller can sue for
price of the goods. Even if the goods are in his own possession, or he can exercise the right of lien,
stoppage in transit, or resell the goods. But in an agreement to sell, if the buyer commits default, the
seller may sue for damages only and not for the price, even though the goods are in the possession of
the buyer.

6. Right of resale : In a sale, the seller cannot re-sell the goods. In an agreement to sell, in case of re-
sale, the-buyer who takes the goods for consideration and without notice of the prior agreement, gets a
good title.
7. Nature of rights : A sale the buyer being the owner of the goods acquires all proprietary rights in the
goods as against the world at large. But in an agreement to sell, gives a right to the buyer against a
particular person only and in case of breach of contract, he can sue the seller for damages for breach
and nat for the recovery of goods.

Formalities of a Contract of Sale : Section 4 of the Act defines a contract of sale and section 5 deals
with the formalities required for making , a contract of sale. It provides that

1. Offer to buy or sell : A contract of sale is made by a seller offering to ~ sell goods and a buyer offering
to buy the goods

2. Parties: A contract of sale involves two parties one makes the offer and other accepts the offer.

3.Payment of price : The consideration should be the price, the price may be paid immediately or in
instalments.

4. Delivery : Goods may be delivered immediately or in instalments or may be delivered at a future date.

5. Form: A contract of sale may be made in writing or by word of mouth. It may be made partly in
writing and partly by word of mouth.

Document of Title to Goods (Section 2 (4) : Document of title to goods is a proof of

ownership of the goods.It enables the holder to receive the goods mentioned there in or to further
transfer such right to another person by proper endorsement or delivery. According to Section 2(4) of
the Sale of Goods Act “any document which is 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 there by represented is a
document of title to goods ".

CONDITIONS AND WARRANTIES

. According to the importance of the representation it may be called condition or warranties. As per
Section 12 A stipulation in a contract of sale with reference to goods which are the subject there of may
be a condition or a warranty. In the absence of such representation, the ordinary rule of law - ‘Caveat
Emptor’, i.e., let the buyer beware applies.

Meaning and Definition of Condition : In a contract of sale, all the stipulation cannot be treated in
the same way. Some stipulations are very important, and form the basic element of a contract, and their
breach may seem to be a breach of the contract as a whole. So these stipulations are known as
conditions which is the very basis of contract of sale. When a buyer is going to surchase the goods on
the basis of this stipulation, then it is known as ‘condition’. — A condition is a stipulation essential to the
main purpose of the contract,

condition is the root of the contract. lf a condition is broken, the buyer has the right to terminate the
contract and to refuse the goods. If he has already paid the price of the goods he can recover the price.
Meaning and Definition of Warranty

A warrenty 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 contract as repudiated.

The condition and warranties may be expressed or implied. When the condition and warranties are
definitely stated in the contract, they are called express conditions and warranties which protect the
interest of the buyer.

Differences between Condition and Warranty Following are the differences between
condition and warranty.

1 Nature : Condition is i stipulation which is essential to the main purpose of the contract. But warranty
is a stipulation which is collateral or subsidiary to the main purpose of the contract.

2. Significance : Condition is essential to contract of sale and its non performance may be considered as
a failure to perform the contract, whereas warranty is not so essential, and a failure to perform it cannot
be considered as failure to perform the contract.

3. Rights of aggrieved party on breach : A breach of condition gives a right to the aggrieved party to
repudiate the contract and also to claim damages. But a breach of warranty the aggrieved party has a
right to claim damages only.

4. Treatment of breach : A breach of condition may under certain circumstances be treated as warranty
i.e., the buver may choose to retain the Bcods and to claim damages only. Whereas the breach of
warranty cannot be treated as breach of condition.

Express and Implied Conditions and Warranties

In a contract of sale conditions and warranties may be express or implied.Express conditions and
warranties are those which are entered in clear words in the contract. Implied conditions and warranties
are those which are attached into the contract by operation of law or customs unless the parties agree
to the contrary.

Implied Conditions : The following implied conditions are incorporated by law into a contract of sale of
goods if otherwise agreed.

1. Condition as to title :In a contract of sale, the first implied condition in the part of the seller is 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. lf the title of the seller turns out
to be defective the buyer is entitled to reject the goods and can recover the whole amount.

2. Condition as to description (Section 15) : Where there is a contract of sale of goods by description,
there is an implied condition that the goods shall correspond with the description.
3. Condition as to sample (Section 17) : If the goods are supplied in a contract of sale, according to
sample agreed upon, the implied conditions are:

(i) That the quality of the bulk of goods supplied shall be similar to the quality of the sample

. (ii) That the buyer shall have a reasonable opportunity of comparing the bulk with the sample. (iii) That
the goods shall be free from any latent, invisible or undiscoverable defect which makes the goods unfit
for trading purposes.

4. Condition in a sale by sample as well as description (Section 15): If the sale is by sample as well as
description there is an implied condition that the bulk of the goods shall correspond both with the
sample and with the description. If it is not so, the buyer is entitled to reject the goods. The bulk of the
goods must correspond with both.

5. Condition as to merchantability: When goods are bought by description there is an implied condition
that the goods are of merchantable quality .

6. Condition as to quality or fitness : Normally in a contract of sale there is no implied condition as to

quality or fitness of the goods for a particular purpose. So the buyer must ensure that the goods ‘suit his
purpose before he buys. But there is an implied condition that the goods sold are reasonably fit for the
purpose for which they are purchased for, provided the following conditions are satisfied.

(a) The buyer makes known to the seller the specific purpose.

(b) The buyer relies on the judgement or skill of the seller, and

(c) The seller happens to be a person whose course of business is to sell the goods to that description.

7. Condition implied by custom : According to section. 16(3) “an implied conditicn as to quality or
fitness for a p'wticular purpose may also be as to usage of trade or according to the customs”.

8. Condition as to wholesomeness : In the case of eatables and provisions, In addition to the implied
condition as to merchantability there is another implied condition that the goods shall be wholesome.

Implied Warranties : Warranty is a stipulation which is collateral to the main purpose of the
contract, the breach of which gives the buyer a right to claim damages only. The following are some of
the implied warranties in a contract of sale.

1. Warranty of quite possession : In a contract of sale, there is an implied warranty that the buyer shall
have and enjoy quite possession of the goods. If the buyer is in any way disturbed in the enjoyment of
the goods in consequences of the sellers defective title to sell he has a right to sue the seller for
damages.

2. Warranty of freedom from encumbrance : There is also an implied warranty that the goods are not
subject to any charge or right in favour of a third party. lf any charge or encumbrance exist, the buyer
shall have a right to claim damages for breach of this warranty.
3. Warranty as to quality or fitness by usage of trade :An implied warranty as to quality or fitness for a
particular purpose may be annexed by the usage of trade.

4. Warranty as to disclose dangerous nature of goods : Where the goods are dangerous nature and the
buyer is ignorant of the danger, in such case, there is an implied warranty that the seller must warn the
buyer of probable danger. If the seller fails to do so, he will be liable for damages.

Doctrine of Caveat Emptor :It is an important doctrine in connection with sale of goods. The
term Caveat Emptor means “ let the buyer beware”. According to this doctrine, it is the duty of the
buyer to be careful while purchasing the goods, and he should satisfy himself that, the article which he
buys, is one which he wants. The buyer, therefore had every opportunity to satisfy himself as to the
quality of the goods or their fitness for a particular purpose. If the goods turn out to be defective or do
not suit his purpose, the buyer can not hold the seller liable for the same. In simple words, it is not the
sellers duty to disclose all defects of the goods; if it is possible to identify by simple inspection the buyer
is wanted to identify it. Thus, the seller may be held responsible only in cases which involve fraud,
misrepresentation or guarantee by the seller.

Exception :

The following are the exceptions to the rule of Caveat Emptor

1. Fitness for buyers purpose : When the buyer, expressly or by implication, make known to the seller
the particular purpose for which he requires the goods and relies on the sellers skill or judegement the
goods must be suitable for buyers purpose. In such cases, the doctrine of Caveat Emptor does not apply.

2. Sale under a patent or trade name : In the case of a contract for the sale by a specified article under
its patent or other trade name, there is an implied condition that the goods shall be reasonably fit for
any particular purpose.

3. Merchantable quality : Where the goods are purchased py description from a seller who deals in
goods of such description (whether he is the manufacturer,producer or not) there is an implied
condition that the goods shall be of merchantable quality.

4. Usage of trade : Where trade usage attaches an implied condition or warranty regarding the quality
of fitness of goods for a particular purpose, the doctrine of Caveat Emptor does not apply.

5. Consent by fraud : Where the consent of the buyer is obtained by the seller by fraud or where the
seller conceals the defect, which could not be discovered on a reasonable examination (i.e, some latent
defect) the doctrine of Caveat Emptor does not apply.

6. Sale by sample (Section 17) : Where the goods are bought by sample the doctrine does not apply if
the bulk does not corresponds with the sample.

7. Misrepresentaton : The doctrine of Caveat Emptor will not apply in cases where the seller makes a
misrepresentation and the buyer relies on lit.
TRANSFER OF PROPERTY IN GOODS

The most important feature of a contract of sale is transfer of property or ownership. When the goods
are sold, it is the property in the goods that is transferred to the buyer. It may be noted that there is a
difference between property in goods and possession of goods.

Importance of Transfer of Property : The rights and liabilities of the parties are linked with the transfer
of ownership. The following rules are observed in this regard.

1. Risk follows ownership : Unless otherwise agreed, risk follows ownership whether delivery has been
made or not and whether price has been paid or not. Therefore, if property has passed to the buyer, he
becomes the owner of the goods and then the risk of destruction, deterioration, damages or loss of
goods is that of buyer. According to Section 26 of the Act, “ A risk prima facie passes with the title It
means “risk follows ownership, whether the goods are delivered or not and the price is paid or not

Exceptions : There are certain exceptions to the general rule, “the risk

prima facie passes with the title”. So in the following cases, the ownership

may lie with one party while the risk may remain with the other party.

l. If the parties decide to transfer the risk, before or after the ownership has transferred.

2. Where the delivery of the property or goods has been delayed by the fault or negligence of either
seller or buyer, the goods are at the risk of the party (buyer or seller) who delayed the property.

3. Sometimes, trade customs may put the ownership and risk separately in two parties.

2. Action against third parties : There is a general rule of law that ‘the owner alone can exercise
proprietary rights’. When the goods are in any way damaged or destroyed by the action of third parties,
it is only the owner of goods who can take action against them.

3. Suit for price : The seller become entitled to recover price of the goods from the buyer only when the
property in the goods has passed to the buyer.

4. Insolvency of the buyer or seller : When the buyer or seller becomes insolvent, whether the Official
Receiver or Assignee can take over the goods or not depends on whether the property in the goods has
passed from the seller to the buyer. If the ownership has passed to the buyer and the buyer is declared
insolvent then buyer’s Official Receiver shall have a right to take possession of the goods even though
the goods are lying with the seller. On the other hand if the goods are in the possession of the seller and
he is declared as insolvent, then the buyer has a right to take possession of the goods from seller’s
Official Receiver

Transfer of Title by Non Owners (Section 27 to 30} (Sale by Non-owners)

General Rule : A general rule relating to the transfer of title is that “no one can give that which he has
not got”. This is from the Latin maxim “Nemo dat quod non habet”. That is no one can give to another
person a title better than what he himself has. Section 27 also provides that where the goods are sold by
a person who is not owner there of and who does not sell them under the authority or with the consent
of the owner, then the buyer does not acquire better title to the goods than what the seller had. If the
seller is a thief then the buyer will also be treated as a thief in connection of the goods purchased. But
there are certain exception to this, that is the buyer gets a valid title.

Exceptions to the General Rule : Under the following circumstances the buyer gets a valid title i.e.,
absolute ownership even if the seller is not the absolute or full owner. ;

1. Sale under the implied authority of owner or title by estoppel : When the owner by his conduct , or
by an act, leads the buyer to believe that the seller has the authority to sell, then subsequently he may
be estopped from denying the seller’s authority to sell.

2. Sale by a mercantile agent (Section 27) : Sale of goods by a mercantile agent gives a better title to the
purchaser even in cases where the agent acts beyond his authority, provided the following conditions
are fulfilled.

(i) The agent is in possession of the goods or documents of title to goods with the consent of the owner.

(ii) The agent sell the goods in the ordinary course of business of 2 mercantile agent.

(iii) The purchaser acts in good faith and has no notice that the agent has no authority to sell.

3. Sale by one of the joint owners (Section 28) : If one of the several joint owners of goods has the sole
possession of the goods by permission of the co-owners, the property in the goods is transferred to any
person who buys them from such joint owner provided the buyers acts in good faith and without notice
that the seller had no authority to sell.

4. Sale of goods obtained under a voidable agreement (Section 29} ; When the buyer of goods has
obtained possession thereof under a voidable agreement but the agreement has not been rescinded at
the time of sale, the buyer obtains a good title to the goods, provided he buys them in good faith and
without notice of the seller’s defect of title.

5. Sale by the seller in possession of goods after sale (Section 30(1) : Where a seller, having sold goods,
continuous to be in possession of the goods or of documents of title to the goods and sells them either
himself or through a mercantile agent to a person who purchase them in good faith and without notice
of the previous sale, the buyer gets a good title.

6. Sale by buyer in possession after sale (Section 30(2) : Where a person having bought or agreed to
buy goods obtains with the consent of the seller, possession of the goods or documents of title to the
goods and sells them either himself or through an agent, the buyer who acts in good faith and without
notice of any lien or other right of the original seller in respects of the goods, gets a good title.
7. Re sale by an unpaidseller (Section 54(3) : An unpaid seller of goods who has exercised his right of
lien or stoppage in transit resells the goods, the buyer acquires a good title to the goods as against the
original buyer.

Performance of contract of sale

According to Section 31 of Sale of Goods Act, performance of contract of pale means as regards seller
delivery of the goods to the buyer, and as regards the buyer acceptance of the delivery of the goods and
payment for them, in accordance with the terms of the contract of sale.

Delivery of the Goods: goods may be actual, symbolic or constructive

. 1. Actual delivery : When the goods are handed over by the seller to the buyer or his duly authorised
agent, the delivery is said to be actual

2. Symbolic delivery : Where the goods are bulky and heavy or when the goods are not in the personal
custody of the seller it is not possible to give actual delivery of the goods. In such a case, the control
over the goods is transferred by delivery of a symbol. Example: Handing over of the key of the
warehouse to the buyer is symbolic delivery of the goods.

3. Constructive delivery or delivery by attornment : When a person who is in possession of the goods
accepts or acknowledges to hold them on behalf of the buyer, it is called constructive delivery.

UNPAID SELLER

According to Section 45 of Sale of Goods Act unpaid seller means: (a) A seller of the goods who has not
been paid or tendered the whole of the price ; or (b) A seller who had received the price through a bill
exchange or any other negotiable instruments, like cheque etc., but which is subsequently dishonoured.
Thus an unpaid seller is a seller who has not been paid the whole of the price or one who has received
any nesotiable instruments which is subsequently dishonoured

Rights of an Unpaid Seller : According to Section 46(1) of Sale of Goods Act an unpaid seller has the
following two types of rights. That is;

1. Rights of an unpaid seller against the goods and;

2.Rights of unpaid seller against the buyer personally.

1. Rights of an unpaid seller against the goods (Section 46(1)}) : The right of an unpaid seller against the
goods can be discussed under two heads :

A) When the property in the goods has passed from seller to the buyer.

B) When the property in goods has not passed from seller to the buyer.
A. When the property in the goods has passed from seller to the buyer : When the property in the
goods has passed from seller to the buyer the unpaid seller has the following rights against the goods. a)
Right of lien ; b) Right of stoppage in transit ; c) Right of resale.

a) Right of lien(Section 47 to 49) : A lien is a right to retain possession of goods until payment of the
price. This right can be exercised in the following cases

(i) Where the goods have not been sold on credit;

(ii) Where the goods have been sold on credit, but the time of the credit period has expired ;

(iii) Where the buyer becomes insolvent. (Section 47(1))

Further, the right of lien can also be exercised when he is in possesssion of goods as an agent or bailee
for the buyer (Section 47(2))

The right of lien can be exercised only subject to the following conditions,

1. The goods sold are in the possession of the seller and it must be the actual possession,

2. In the case of credit sale, the term of credit must have expired, (Section 47}

3. The right of lien can be exercised when he is in possession of goods as _ an agent or hailee for the
buyer.

4.Part delivery does not affect the right of lien.The seller can exercise the lien on remaining goods.
(Section 48)

5.. Obtaining a decree for the price of goods does not affect the right of lien. (Section 49(1))

6.The lien is only for the non payment of the price of the goods, and not for any other expenses,

b) Right of stoppage in transit : The right of stoppage in transit is the stopping the goods while they are
on the way to the buyer’s place. This is only an extension of the right of lien and intended to regain
possession of the goods till the price is paid or tendered.

If the seller is unpaid and the property in goods has passed to the buyer, then according to Section 50 of
the Sale of Goods Act, the right of stoppage in transit can be exercised in the following cases.

(i} The seller must have parted with the possession of goods;

(ii) The buyer has become insolvent;

(iii) The goods are in transit.

Duration of the transit : The goods are deemed to be in transit in the following cases.
1) Until the buyer takes delivery of the goods :Goods are deemed to be yn course of transit from the
time when they are delivered to a carner or other bailee for the purpose of transmission to the buyer,
until the buyer or his agent takes delivery of them from such carrier or other bailee (Section $1(1)

2 Until the buyer rejects the goods : The goods are in transit, even if the buyer rejects the goods and the
carrier or other bailee continues in possession of them. (Section 51(4))

3.Until the carrier holds goods as an independent carrier : The goods remains in transit until the carrier
holds the goods as an independent carner i.e, neither the agent of the seller nor of the buyer. (Section
51(5)

C) Right of resale (Section 54) : An unpaid seller has another right and that is the right of resale. An
unpaid seller can re-sell the goods.

{i) Where the goods are of a perishable nature : Perishable goods are those which quickly deteriorate
with passage of time. In the case of these goods the unpaid seller can resell the goods without any
notice to the buyer. {Section 54(2))

(ii) When the unpaid seller gives notice of his intention to sell : An unpaid seciler who has exercised the
right of lien or stoppage in transit can resell the goods only after giving a notice to the buyer of his
intension to sell.

{iil} Where the seller expressty reserves a right of resale in case the buyer makes a default : Where the
seller expressly reserves a right to resale in case the buyer makes a default, the seller can resale the
goods When goods are resold, the original contract of sale stands rescinded and the seller will have a
right to claim damages. (Section 54 4))

B. When the property in goods has not passed from seller to the buyer.

In this case, the unpaid seller has a right to

(i) withhold the delivery of goods and

{ii) stoppage of goods in transit.

II. Rights of an unpaid seller against the buyer personally : In addition to the above rights an unpaid
seller has certain remedies against the buyer personally.

1. Suit for price (Section. 55);

2. Suit for damages for non-acceptance of delivery (Section. 56);

3. Suit for damages for repudiation of the contract (Section. 60);

4. Suit for interest or special damages (Section. 61);

Auction Sale :An auction sale is a public sale to any person bidding the highest pnce upon terms
and conditions previously announced.The auction 1s made public by advertising andbeing open to the
public. In auction sale, the property is available for viewing. Auctions are good ways for buyers to find
pargains on the items they most want and make purchases that are far be low current market value.

Remedies for Breach of Contract : The Sale of Goods Act 1930, gives the following remdies to
sellers and buyers of goods from the breach of contract of sale.

1. Sellers Remedies : In case of breach of contract, the seller has certain remedies against the buyer
personally, which are as follows.

{a} Suit for price : Where under a contract of sale the property in the goods has passed to the buyer and
then the buyer wrongfully neglects or refuses to pay for the goods as per the terms of the contract, the
seller may sue him for the price of the goods (Section 55(1))

(b) Suit for damages for non-acceptance of the goods : Where the buyer wrongfully neglects or refuses
to accept and pay for the goods, the seller may sue him for damages for non-acceptance of delivery.
(Section 56)

{c) Suit for damages for repudiation of the contract : In case the buyer repudiates i.e., refuses to accept
the contract before the date of delivery, the seller may either treat the contract as subsisting (existing)
and wait till the date of delivery.

d) Suit for interest or special damages : The Sale of Goods Act gives the seller a right to recover interest
or special damages from the defaulting buyer. In the absence of any other contract in thie regard, the
court may award interest at such rate as it thinks fit on the amount of the price from the date of the
tender of the goods or from the date on which the price was payable, (Section 61)

2. Buyer’s Remedies: There are certain rights of the buyer in case there is breach of contract by seller,
which are as follows.

(a) Suit for damages for non-delivery : 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. (Section 57)

(b) Suit for specific performance : In case the seller fails or refuses to deliver specific or ascertained
goods, the buyer may file a suit for specific performance. The court may direct the seller that the
contract shall be performed specifically only when damages would not be an adequate relief. (Section
58)

(c) Suit for breach of warranty : Where there is any breach of warranty or where the buyer elects or is
compelled to treat breach of a condition as a breach of warranty, the buyer is not entitiled to reject the
goods but he may have either of the following two remedies.

(i) lf the price has not been paid by the buyer, he may deduct from the price the loss suffered by him and
pay the balance, or
(ii) lf the loss suffered is more than the price, the buyer may file a suit for damages. (Section 59)

(d) Suit for repudiation of contract before due date : Where the seller repudiates (refuses to accept)
the contract before the date of delivery, the buyer may either treat the contract as subsisting (existing)
and wait till the date of delivery, or he may treat the contract as rescinded (cancelled) and sue for
damages for the breach. (Section 60)

(e) Suit for interest : If the buyer has already paid the price but the seller fails to deliver the goods then
as per Section 61 of Sale of Goods Act, he may file a suit for the refund of the price. In such a suit, he
may also claim interest.