56 & 57 Vict. c.

71

SALE OF GOODS ACT 1893

REVISED

Updated to 1 October 2012

This revised Act is an administrative consolidation of the Sale of Goods Act 1893. It is
prepared by the Law Reform Commission in accordance with its function under the Law
Reform Commission Act 1975 (3/1975) to keep the law under review and to undertake
revision and consolidation of statute law.

All Acts up to and including Public Service Pensions (Single Scheme and Other Provisions)
Act 2012 (37/2012), enacted 28 July 2012, and all statutory instruments up to and
including Nurses and Midwives Act 2011 (Commencement) (No. 2) Order 2012 (S.I. No.
385 of 2012), made 1 October 2012, were considered in the preparation of this revision.

Disclaimer: While every care has been taken in the preparation of this Revised Act, the
Law Reform Commission can assume no responsibility for and give no guarantees,
undertakings or warranties concerning the accuracy, completeness or up to date nature
of the information provided and does not accept any liability whatsoever arising from
any errors or omissions. Please notify any errors, omissions and comments by email to
[email protected].
 56 & 57 Vict. c. 71

SALE OF GOODS ACT 1893

REVISED

Updated to 1 October 2012

Introduction

This revision presents the text of the Act as it has been amended since enactment,
and preserves the format in which it was passed.

Related legislation

Sale of Goods Acts 1893 and 1980: this Act is one of a group of Acts included in this
collective citation, to be construed together as one [Sale of Goods and Supply of
Services Act 1980, s. 9]. The Acts in this group are:

• Sale of Goods Act 1893 (56 & 57 Vict. c. 71)

• Sale of Goods and Supply of Services Act 1980 (16/1980), Part II

Though not included in the collective citation, the European Communities (Unfair
Terms in Consumer Contracts) Regulations 1995 (S.I. No. 27 of 1995), European
Communities (Unfair Terms in Consumer Contracts) (Amendment) Regulations 2000
(S.I. No. 307 of 2000) and European Communities (Certain Aspects of the Sale of
Consumer Goods and Associated Guarantees) Regulations 2003 (S.I. No. 11 of 2003)
deal with the same subject matter.

Annotations

This Revised Act is annotated and includes textual and non-textual amendments,
statutory instruments made pursuant to the Act and previous affecting provisions.

An explanation of how to read annotations is available at www.lawreform.ie/anno-

tations.

Material not updated in this revision

Where other legislation is amended by this Act, those amendments may have been
superseded by other amendments in other legislation, or the amended legislation
may have been repealed or revoked. This information is not represented in this
revision but will be reflected in a revision of the amended legislation if one is
available. A list of legislative changes to any Act, and to statutory instruments from
2000, may be found in the Legislation Directory at www.irishstatutebook.ie.

Acts which affect or previously affected this revision

• Criminal Justice (Theft and Fraud Offences) Act 2001 (50/2001)

i
• International Carriage of Goods by Road Act 1990 (13/1990)
• Restrictive Practices (Amendment) Act 1987 (31/1987)
• Trading Stamps Act 1980 (23/1980)
• Sale of Goods and Supply of Services Act 1980 (16/1980)
• Statute Law Revision Act 1908 (56 & 57 Vict. c. 49)

All Acts up to and including Public Service Pensions (Single Scheme and Other
Provisions) Act 2012 (37/2012), enacted 28 July 2012, were considered in the
preparation of this revision.

Statutory instruments which affect or previously affected this revision

• European Communities (Certain Aspects of the Sale of Consumer Goods and Asso-
ciated Guarantees) Regulations 2003 (S.I. No. 11 of 2003)
• European Communities (Contracts For Time Sharing of Immovable Property -
Protection of Purchasers) Regulations 1997 (S.I. No. 204 of 1997)

All statutory instruments up to and including Nurses and Midwives Act 2011
(Commencement) (No. 2) Order 2012 (S.I. No. 385 of 2012), made 1 October 2012,
were considered in the preparation of this revision.

ii
 56 & 57 Vict. c. 71

SALE OF GOODS ACT 1893

REVISED

Updated to 1 October 2012

ARRANGEMENT OF SECTIONS

PART I.

F ORMATION OF THE C ONTRACT .

Contract of Sale.

Section
1. Sale and agreement to sell.
2. Capacity to buy and sell.

Formalities of the Contract.

3. Contract of sale, how made.

4. Contract of sale for ten pounds and upwards.

Subject matter of Contract.

5. Existing or future goods.

6. Goods which have perished.
7. Goods perishing before sale but after agreement to sell.

The Price.

8. Ascertainment of price.
9. Agreement to sell at valuation.

Conditions and Warranties.

10. Stipulations as to time.

11. When condition to be treated as warranty.
12. Implied undertaking as to title, etc.
13. Sale by description.

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 [No. 71.] Sale of Goods Act 1893 [1893.]

14. Implied undertakings as to quality or fitness.

Sale by Sample.

15. Sale by sample.

PART II.

E FFECTS OF THE C ONTRACT .

Transfer of Property as between Seller and Buyer.

16. Goods must be ascertained.

17. Property passes when intended to pass.
18. Rules for ascertaining intention.
19. Reservation of right of disposal.
20. Risk primâ facie passes with property.

Transfer of Title.

21. Sale by person not owner.

22. Market overt.
23. Sale under voidable title.
24. Revesting of property in stolen goods on conviction of offender.
25. Seller or buyer in possession after sale.
26. Effect of writs of execution.

PART III.

P ERFORMANCE OF THE C ONTRACT .

27. Duties of seller and buyer.
28. Payment and delivery are concurrent conditions.
29. Rules as to delivery.
30. Delivery of wrong quantity.
31. Instalment deliveries.
32. Delivery to carrier.
33. Risk where goods are delivered at distant place.
34. Buyer's right of examining the goods.
35. Acceptance.
36. Buyer not bound to return rejected goods.
37. Liability of buyer for neglecting or refusing delivery of goods.

PART IV.

R IGHTS OF U NPAID S ELLER AGAINST THE G OODS .

38. Unpaid seller defined.
39. Unpaid seller's rights.

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 [No. 71.] Sale of Goods Act 1893 [1893.]

40. Attachment by seller in Scotland.

Unpaid Seller's Lien.

41. Seller's lien.

42. Part delivery.
43. Termination of lien.

Stoppage in transitu.

44. Right of stoppage in transitu.

45. Duration of transit.
46. How stoppage in transitu is effected.

Re-sale by Buyer or Seller.

47. Effect of sub-sale or pledge by buyer.

48. Sale not generally rescinded by lien or stoppage in transitu.

PART V.

A CTIONS FOR B REACH OF THE C ONTRACT .

Remedies of the Seller.

49. Action for price.

50. Damages for non-acceptance.

Remedies of the Buyer.

51. Damages for non-delivery.

52. Specific performance.
53. Remedy for breach of warranty.
54. Interest and special damages.

PART VI.

S UPPLEMENTARY .
55. Exclusion of implied terms and conditions.
55A. Conflict of laws.
56. Reasonable time a question of fact.
57. Rights, &c. enforceable by action.
58. Auction sales.
59. Payment into court in Scotland when breach of warranty alleged.
60. Repeals.
61. Savings.
62. Interpretation of terms.
63. Commencement.

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 [No. 71.] Sale of Goods Act 1893 [1893.]

64. Short title.

SCHEDULE

ACTS REFERRED TO

English Statute of Monopolies Act, 1623 1 Jac. 1. c. 21.

Factors Act, 1889 52 & 53 Vict. c. 45
Factors (Scotland) Act, 1890 53 & 54 Vict. c. 40.
Mercantile Law Amendment (Scotland) Act, 1856 19 & 20 Vict. c. 60.
Mercantile Law Amendment Act, 1856 19 & 20 Vict. c. 97.
Statute of Frauds Act, 1677 29 Cha. 2. c. 3.
Statute of Frauds Amendment Act, 1828 9 Geo. 4. c. 14.

4
 56 & 57 Vict. c. 71

SALE OF GOODS ACT 1893

REVISED

Updated to 1 October 2012

A N A CT for codifying the Law relating to the Sale of Goods [ 1 ]. [20th February 1894.]

Annotations

Modifications (not altering text):

C1 Relationship between Act and European Communities (Certain Aspects of the Sale of Consumer
Goods and Associated Guarantees) Regulations 2003 explained (22.01.2003) by European Commu-
nities (Certain Aspects of the Sale of Consumer Goods and Associated Guarantees) Regulations
2003 (S.I. No. 11 of 2003), reg. 3.
Relationship between Regulations and consumer protection enactments.
3. (1) Subject to paragraphs (3) and (4), these Regulations are in addition to, and not in substi-
tution for, any other enactment relating to the sale of goods or the terms of contracts concluded
with consumers, and in particular —
(a) the Sale of Goods and Supply of Services Acts 1893 and 1980,
and
(b) the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995 (S.I.
No. 27 of 1995).
(2) In particular, Regulation 4 is in addition to, and not in substitution for, a provision of any
other enactment that provides that a consumer shall not be deprived, by virtue of a choice of the
kind mentioned in that Regulation, of the protection afforded by any enactment.
(3) In a case where the level of protection for the consumer afforded by a particular provision
of these Regulations is greater than that afforded by a particular provision of another enactment,
or to the extent that the invocation of a latter such provision by the consumer would diminish the
first-mentioned level of protection for him or her —
(a) the consumer may opt to invoke the particular provision of these Regulations to the
exclusion of the other provision, and
(b) the other provision may be invoked, and shall be construed and operate so as to be capable
of being invoked, by the consumer in a manner that does not diminish the first-mentioned
level of protection for him or her,
but nothing in this paragraph operates to extend the application of these Regulations to a person
who is not a consumer within the meaning of these Regulations or to goods that are not consumer
goods within the meaning of these Regulations.

[ 1 Short title, “ The Sale of Goods Act, 1893”; see s. 64.]

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 [No. 71.] Sale of Goods Act 1893 [1893.]

(4) In a case where the level of protection for the consumer afforded by a particular provision
of any other enactment is greater than that afforded by a particular provision of these Regulations,
or to the extent that the invocation of a latter such provision by the consumer would diminish the
first-mentioned level of protection for him or her —
(a) the consumer may opt to invoke the particular provision of that other enactment to the
exclusion of the other provision of these Regulations, and
(b) that other provision of these Regulations may be invoked, and shall be construed and
operate so as to be capable of being invoked, by the consumer in a manner that does
not diminish the first-mentioned level of protection for him or her,
but nothing in this paragraph operates to afford to any person the protection of that provision of
the other enactment in any case where it would not otherwise be so afforded.

C2 Application of Act restricted (1.05.1991) by International Carriage of Goods by Road Act 1990
(13/1990), s. 3(3), S.I. No. 22 of 1991 (commenced in relation to carriage other than carriage
between the State and the United Kingdom of Great Britain and Northern Ireland).
Application of certain enactments in relation to CMR.
3.— ...
(3) The Carriers Act, 1830, section 7 of the Railway and Canal Traffic Act, 1854, the Sale of Goods
Act, 1893, and the Sale of Goods and Supply of Services Act, 1980, shall not apply in relation to
contracts for the carriage of goods if the carriage is carriage in relation to which CMR applies.

C3 Enforcement of Act affected (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980),
s. 55, as substituted (25.01.1988) by Restrictive Practices (Amendment) Act 1987 (31/1987) s. 32,
S.I. No. 2 of 1988.
Functions of Director of Consumer Affairs.
55.—(1) The Director of Consumer Affairs and Fair Trade shall have the following additional
functions—
(a) to keep under general review practices or proposed practices in relation to any of the
obligations imposed on persons by any provision of this Act or the Act of 1893,
(b) to carry out examinations of. any such practices or proposed practices where the Director
considers that, in the public interest, such examinations are proper or the Minister so
requests,
(c) to request persons engaging in or proposing to engage in such practices as are, or are
likely to be, contrary to the obligations imposed on them by any provision of this Act or
the Act of 1893 to discontinue or refrain from such practices,
(d) to institute proceedings in the High Court for orders requiring persons engaging or
proposing to engage in any practices as are, or are likely to be, contrary to the obligations
imposed on them by any provision of this Act or the Act of 1893, to discontinue or refrain
from such practices.
(2) The Minister may by order confer on the Director of Consumer Affairs and Fair Trade such
further functions as he considers appropriate for the purposes of this Act.

C4 Act included in collective citation and construction (31.12.1980) by Sale of Goods and Supply of
Services Act 1980 (16/1980), s. 9, commenced as per s. 1(2).
Citation and construction of Part II.
9.—(1) The Act of 1893 and this Part may be cited together as the Sale of Goods Acts, 1893 and
1980.
(2) The Act of 1893 and this Part shall be construed as one.

Acts included or previously included in the collective citation and construction:

• Sale of Goods and Supply of Services Act 1980 (16/1980), Part II, (31.12.1980) by s. 9, commenced
on enactment.

6
 S. 1 [No. 71.] Sale of Goods Act 1893 [1893.]

• Sale of Goods Act 1893 (56 & 57 Vict. c. 71) (31.12.1980) by Sale of Goods and Supply of Services
Act 1980 (16/1980), s. 9, commenced on enactment.

C5 Term “dealing as consumer” defined (31.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 3, commenced as per s. 1(2).
Dealing as consumer.
3.—(1) In the Act of 1893 and this Act, a party to a contract is said to deal as consumer in relation
to another party if—
(a) he neither makes the contract in the course of a business nor holds himself out as doing
so, and
(b) the other party does make the contract in the course of a business, and
(c) the goods or services supplied under or in pursuance of the contract are of a type ordinar-
ily supplied for private use or consumption.
(2) On—
(a) a sale by competitive tender, or
(b) a sale by auction—
(i) of goods of a type, or
(ii) by or on behalf of a person of a class defined by the Minister by order,
the buyer is not in any circumstances to be regarded as dealing as consumer.
(3) Subject to this, it is for those claiming that a party does not deal as consumer to show that
he does not.

C6 Application of Act extended (9.07.1980) by Trading Stamps Act 1980 (23/1980), s. 8, commenced
on enactment.
Application of Sale of Goods Act, 1893, and Sale of Goods and Supply of Services Act, 1980.
8.—(1) For the purposes of the Sale of Goods Act, 1893, and the Sale of Goods and Supply of
Services Act, 1980, the publication by a company which is the promoter of a trading stamp scheme
of a catalogue shall be regarded as an offer, and the tender within the prescribed period of valid-
ity of the appropriate number of stamps shall be regarded as an acceptance, in the same way as
if the offer and the acceptance were for a monetary consideration.
(2) The provisions of the Sale of Goods Act, 1893, and of the Sale of Goods and Supply of Services
Act, 1980, shall apply in every case where the promoter of a trading stamp scheme offers goods
or services in exchange for trading stamps.
(3) Where a person other than a promoter of a trading stamp scheme offers goods or services
in exchange for trading stamps, the provisions of the Sale of Goods Act, 1893, and of the Sale of
Goods and Supply of Services Act, 1980, shall apply in the same way as if that exchange were for
a monetary consideration.

P ART I.

F ORMATION OF THE C ONTRACT .

Contract of Sale.

Sale and agree- 1.—(1) A contract of sale of goods is a contract whereby the seller transfers or
ment to sell. agrees to transfer the property in goods to the buyer for a money consideration,
called the price. There may be a contract of sale between one part owner and
another.

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

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 S. 1 [No. 71.] Sale of Goods Act 1893 [1893.]

(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.

Capacity to buy 2.—Capacity to buy and sell is regulated by the general law concerning capacity to
and sell. contract, and to transfer and acquire property.

Provided that where necessaries are sold and delivered to an infant, or minor, or
to a person, who by reason of mental incapacity or drunkenness is imcompetent to
contract, he must pay a reasonable price therefor.

Necessaries in this section mean goods suitable to the condition in life of such infant
or minor or other person, and to his actual requirements at the time of the sale and
delivery.

Formalities of the Contract.

Contract of sale, 3.—Subject to the provisions of this Act and of any statute in that behalf, a contract
how made. of sale may be made in writing (either with or without seal), or by word of mouth, or
partly in writing and partly by word of mouth, or may be implied from the conduct
of the parties.

Provided that nothing in this section shall affect the law relating to corporations.

Contract of sale 4.—(1) A contract for the sale of any goods of the value of ten pounds or upwards
for ten pounds shall not be enforceable by action unless the buyer shall accept part of the goods so
and upwards.
sold, and actually receive the same, or give something in earnest to bind the contract,
or in part payment, or unless some note or memorandum in writing of the contract
be made and signed by the party to be charged or his agent in that behalf.

(2) The provisions of this section apply to every such contract, notwithstanding that
the goods may be intended to be delivered at some future time, or may not at the
time of such contract be actually made, procured, or provided, or fit or ready for
delivery, or some act may be requisite for the making or completing thereof, or
rendering the same fit for delivery.

(3) There is an acceptance of goods within the meaning of this section when the
buyer does any act in relation to the goods which recognises a pre-existing contract
of the sale whether there be an acceptance in performance of the contract or not.

(4) The provisions of this section do not apply to Scotland.

Subject matter of Contract.

Existing or future 5.—(1) The goods which form the subject of a contract of sale may be either existing
goods. goods, owned or possessed by the seller, or goods to be manufactured or acquired
by the seller after the making of the contract of sale, in this Act called “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.

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 S. 6 [No. 71.] Sale of Goods Act 1893 [1893.]

Goods which 6.—Where there is a contract for the sale of specific goods, and the goods without
have perished. the knowledge of the seller have perished at the time when the contract is made, the
contract is void.

Goods perishing 7.—Where there is an agreement to sell specific goods, and subsequently the goods,
before sale but without any fault on the part of the seller or buyer, perish before the risk passes to
after agreement
to sell. the buyer, the agreement is thereby avoided.

The Price.

Ascertainment of 8.—(1) The price in a contract of sale may be fixed by the contract, or may be left
price. to be fixed in manner thereby agreed, or may be determined by the course of dealing
between the parties.

(2) Where the price is not determined in accordance with the foregoing provisions
the buyer must pay a reasonable price. What is a reasonable price is a question of
fact dependent on the circumstances of each particular case.

Agreement to sell 9.—(1) Where there is an agreement to sell goods on the terms that the price is to
at valuation. be fixed by the valuation of a third party, and such third party cannot or does not
make such valuation, the agreement is avoided; provided that if the goods or any part
thereof have been delivered to and appropriated by the buyer he must pay a
reasonable price therefor.

(2) Where such third party is prevented from making the valuation by the fault of
the seller or buyer, the party not in fault may maintain an action for damages against
the party in fault.

Conditions and Warranties.

Stipulations as to 10.—(1) Unless a different intention appears from the terms of the contract, stipu-
time. lations 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.

(2) In a contract of sale “month” means primâ facie calendar month.

F1[ When condi- 11.—(1) Where a contract of sale is subject to any condition to be fulfilled by the
tion to be treated seller, the buyer may waive the condition, or may elect to treat the breach of such
as warranty.
condition as a breach of warranty, and not as a ground for treating the contract as
repudiated.

(2) Whether a stipulation in a contract of sale is a condition, the breach of which

may give rise to a right to treat the contract as repudiated, or a warranty, the breach
of which may give rise to a claim for damages but not to a right to reject the goods
and treat the contract as repudiated, depends in each case on the construction of
the contract. A stipulation may be a condition, though called a warranty in the contract.

(3) Where a contract of sale is not severable, and the buyer has accepted the goods,
or part thereof, 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 be a term of the contract, express
or implied, to that effect.

(4) Nothing in this section shall affect the case of any condition or warranty, fulfil-
ment of which is excused by law by reason of impossibility or otherwise.]

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 S. 11 [No. 71.] Sale of Goods Act 1893 [1893.]

Annotations

Amendments:

F1 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 10,
commenced as per s. 1(2).

F2[ Implied 12.—(1) In every contract of sale, other than one to which subsection (2) applies,
undertaking as to 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, 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,
and

(b) an implied warranty that the goods are free, and will remain free until the
time when the property is to pass, from any charge or encumbrance not
disclosed to the buyer before the contract is made and that the buyer will
enjoy quiet possession of the goods except so far as it may be disturbed
by the owner or other person entitled to the benefit of any charge or
encumbrance so disclosed.

(2) In a contract of sale, in the case of which there appears from the contract or is
to be inferred from the circumstances of the contract an intention that the seller
should transfer only such title as he or a third person may have, there is—

(a) an implied warranty that all charges or encumbrances known to the seller
have been disclosed to the buyer before the contract is made, and

(b) an implied warranty that neither—

(i) the seller, nor

(ii) in a case where the parties to the contract intend that the seller should
transfer only such title as a third person may have, that person, nor

(iii) anyone claiming through or under the seller or that third person
otherwise than under a charge or encumbrance disclosed to the buyer
before the contract is made,

will disturb the buyer's quiet possession of the goods.]

Annotations

Amendments:

F2 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 10,
commenced as per s. 1(2).

Modifications (not altering text):

C7 Enforcement of section provided for (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 11, commenced as per s. 1(2).
Statements purporting to restrict rights of buyer.
11.— (1) Subsections (2) and (3) apply to any statement likely to be taken as indicating that a
right or the exercise of a right conferred by, or a liability arising by virtue of, section 12, 13, 14 or
15 of the Act of 1893 is restricted or excluded otherwise than under section 55 of that Act.
(2) It shall be an offence for a person in the course of a business to do any of the following things
in relation to a statement to which subsection (1) refers:

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 S. 12 [No. 71.] Sale of Goods Act 1893 [1893.]

( a ) to display on any part of any premises a notice that includes any such statement, or
( b ) to publish or cause to be published an advertisement which contains any such statement,
or
( c ) to supply goods bearing, or goods in a container bearing, any such statement, or
( d ) otherwise to furnish or to cause to be furnished a document including any such statement.
(3) For the purposes of this section a statement to the effect that goods will not be exchanged,
or that money will not be refunded, or that only credit notes will be given for goods returned,
shall be treated as a statement to which subsection (1) refers unless it is so clearly qualified that
it cannot be construed as applicable in circumstances in which the buyer may be seeking to exercise
a right conferred by any provision of a section mentioned in subsection (1).
(4) It shall be an offence for a person in the course of a business to furnish to a buyer goods
bearing, or goods in a container bearing, or any document including, any statement, irrespective
of its legal effect, which sets out, limits or describes rights conferred on a buyer or liabilities to
the buyer in relation to goods acquired by him or any statement likely to be taken as such a
statement, unless that statement is accompanied by a clear and conspicuous declaration that the
contractual rights which the buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Act of 1893
are in no way prejudiced by the relevant statement.

F3[ Sale by 13.—(1) Where there is a contract for the sale of goods by description, there is an
description. implied condition that the goods shall correspond with the description; and if the
sale be 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.

(2) A sale of goods shall not be prevented from being a sale by description by reason
only that, being exposed for sale, they are selected by the buyer.

(3) A reference to goods on a label or other descriptive matter accompanying goods

exposed for sale may constitute or form part of a description.]

Annotations

Amendments:

F3 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 10,
commenced as per s. 1(2).

Modifications (not altering text):

C8 Enforcement of section provided for (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 11, commenced as per s. 1(2).
Statements purporting to restrict rights of buyer.
11.— (1) Subsections (2) and (3) apply to any statement likely to be taken as indicating that a
right or the exercise of a right conferred by, or a liability arising by virtue of, section 12, 13, 14 or
15 of the Act of 1893 is restricted or excluded otherwise than under section 55 of that Act.
(2) It shall be an offence for a person in the course of a business to do any of the following things
in relation to a statement to which subsection (1) refers:
( a ) to display on any part of any premises a notice that includes any such statement, or
( b ) to publish or cause to be published an advertisement which contains any such statement,
or
( c ) to supply goods bearing, or goods in a container bearing, any such statement, or
( d ) otherwise to furnish or to cause to be furnished a document including any such statement.
(3) For the purposes of this section a statement to the effect that goods will not be exchanged,
or that money will not be refunded, or that only credit notes will be given for goods returned,

11
 S. 13 [No. 71.] Sale of Goods Act 1893 [1893.]

shall be treated as a statement to which subsection (1) refers unless it is so clearly qualified that
it cannot be construed as applicable in circumstances in which the buyer may be seeking to exercise
a right conferred by any provision of a section mentioned in subsection (1).
(4) It shall be an offence for a person in the course of a business to furnish to a buyer goods
bearing, or goods in a container bearing, or any document including, any statement, irrespective
of its legal effect, which sets out, limits or describes rights conferred on a buyer or liabilities to
the buyer in relation to goods acquired by him or any statement likely to be taken as such a
statement, unless that statement is accompanied by a clear and conspicuous declaration that the
contractual rights which the buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Act of 1893
are in no way prejudiced by the relevant statement.

F4[ Implied 14.—(1) Subject to the provisions of this Act and of any statute in that behalf, there
undertakings as is no implied condition or warranty as to the quality or fitness for any particular
to quality or
fitness. purpose of goods supplied under a contract of sale.

(2) Where the seller sells goods in the course of a business there is an implied
condition that the goods supplied under the contract are of merchantable quality,
except that there is no such condition—
(a) as regards defects specifically drawn to the buyer’s attention before the
contract is made, or

(b) if the buyer examines the goods before the contract is made, as regards defects
which that examination ought to have revealed.

(3) Goods are of merchantable quality if they are as fit for the purpose or purposes
for which goods of that kind are commonly bought and as durable as it is reasonable
to expect having regard to any description applied to them, the price (if relevant) and
all the other relevant circumstances, and any reference in this Act to unmerchantable
goods shall be construed accordingly.

(4) Where the seller sells goods in the course of a business and the buyer, expressly
or by implication, makes known to the seller any particular purpose for which the
goods are being bought, there is an implied condition that the goods supplied under
the contract are reasonably fit for that purpose, whether or not that is a purpose for
which such goods are commonly supplied, except where the circumstances show that
the buyer does not rely, or that it is unreasonable for him to rely, on the seller’s skill
or judgement.

(5) An implied condition or warranty as to quality or fitness for a particular purpose

may be annexed to a contract of sale by usage.

(6) The foregoing provisions of this section apply to a sale by a person who in the
course of a business is acting as agent for another as they apply to a sale by a principal
in the course of a business, except where that other is not selling in the course of a
business and either the buyer knows that fact or reasonable steps are taken to bring
it to the notice of the buyer before the contract is made.]

Annotations

Amendments:

F4 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 10,
commenced as per s. 1(2).

Modifications (not altering text):

C9 Enforcement of section provided for (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 11, commenced as per s. 1(2).

12
 S. 14 [No. 71.] Sale of Goods Act 1893 [1893.]

Statements purporting to restrict rights of buyer.

11.—(1) Subsections (2) and (3) apply to any statement likely to be taken as indicating that a
right or the exercise of a right conferred by, or a liability arising by virtue of, section 12, 13, 14 or
15 of the Act of 1893 is restricted or excluded otherwise than under section 55 of that Act.
(2) It shall be an offence for a person in the course of a business to do any of the following things
in relation to a statement to which subsection (1) refers:
(a) to display on any part of any premises a notice that includes any such statement, or
(b) to publish or cause to be published an advertisement which contains any such statement,
or
(c) to supply goods bearing, or goods in a container bearing, any such statement, or
(d) otherwise to furnish or to cause to be furnished a document including any such statement.
(3) For the purposes of this section a statement to the effect that goods will not be exchanged,
or that money will not be refunded, or that only credit notes will be given for goods returned,
shall be treated as a statement to which subsection (1) refers unless it is so clearly qualified that
it cannot be construed as applicable in circumstances in which the buyer may be seeking to exercise
a right conferred by any provision of a section mentioned in subsection (1).
(4) It shall be an offence for a person in the course of a business to furnish to a buyer goods
bearing, or goods in a container bearing, or any document including, any statement, irrespective
of its legal effect, which sets out, limits or describes rights conferred on a buyer or liabilities to
the buyer in relation to goods acquired by him or any statement likely to be taken as such a
statement, unless that statement is accompanied by a clear and conspicuous declaration that the
contractual rights which the buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Act of 1893
are in no way prejudiced by the relevant statement.

Sale by Sample.

F5[ Sale by 15.—(1) A contract of sale is a contract for sale by sample where there is a term in
sample. the contract, express or implied, to that effect.

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

(a) There is an implied condition that the bulk shall correspond with the sample
in quality:

(b) There is an implied condition that the buyer shall have a reasonable
opportunity of comparing the bulk with the sample:

(c) There is an implied condition that the goods shall be free from any defect,
rendering them unmerchantable, which would not be apparent on
reasonable examination of the sample.]

Annotations

Amendments:

F5 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 10,
commenced as per s. 1(2).

Modifications (not altering text):

C10 Enforcement of section provided for (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 11, commenced as per s. 1(2).
Statements purporting to restrict rights of buyer.

13
 S. 15 [No. 71.] Sale of Goods Act 1893 [1893.]

11.— (1) Subsections (2) and (3) apply to any statement likely to be taken as indicating that a
right or the exercise of a right conferred by, or a liability arising by virtue of, section 12, 13, 14 or
15 of the Act of 1893 is restricted or excluded otherwise than under section 55 of that Act.
(2) It shall be an offence for a person in the course of a business to do any of the following things
in relation to a statement to which subsection (1) refers:
( a ) to display on any part of any premises a notice that includes any such statement, or
( b ) to publish or cause to be published an advertisement which contains any such statement,
or
( c ) to supply goods bearing, or goods in a container bearing, any such statement, or
( d ) otherwise to furnish or to cause to be furnished a document including any such statement.
(3) For the purposes of this section a statement to the effect that goods will not be exchanged,
or that money will not be refunded, or that only credit notes will be given for goods returned,
shall be treated as a statement to which subsection (1) refers unless it is so clearly qualified that
it cannot be construed as applicable in circumstances in which the buyer may be seeking to exercise
a right conferred by any provision of a section mentioned in subsection (1).
(4) It shall be an offence for a person in the course of a business to furnish to a buyer goods
bearing, or goods in a container bearing, or any document including, any statement, irrespective
of its legal effect, which sets out, limits or describes rights conferred on a buyer or liabilities to
the buyer in relation to goods acquired by him or any statement likely to be taken as such a
statement, unless that statement is accompanied by a clear and conspicuous declaration that the
contractual rights which the buyer enjoys by virtue of sections 12, 13, 14 and 15 of the Act of 1893
are in no way prejudiced by the relevant statement.

P ART II.

E FFECTS OF THE C ONTRACT .

Transfer of Property as between Seller and
Buyer.

Goods must be 16.—Where there is a contract for the sale of unascertained goods no property in
ascertained. the goods is transferred to the buyer unless and until the goods are ascertained.

Property passes 17.—(1) Where there is a contract for the sale of specific or ascertained goods the
when intended to property in them is transferred to the buyer at such time as the parties to the contract
pass.
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.

Rules for ascer- 18.—Unless a different intention appears, the following are rules for ascertaining
taining intention. the intention of the parties as to the time at which the property in the goods is to
pass to the buyer.

Rule 1.—Where there is an unconditional contract for the sale of specific goods, in
a deliverable state, the property in the goods passes to the buyer when the
contract is made, and it is immaterial whether the time of payment or the time
of delivery, or both, be postponed.

Rule 2.—Where there is a contract for the sale of specific goods and the seller is
bound to do something to the goods, for the purpose of putting them into a
deliverable state, the property does not pass until such thing be done, and the
buyer has notice thereof.

14
 S. 18 [No. 71.] Sale of Goods Act 1893 [1893.]

Rule 3.—Where there is a contract for the sale of specific goods in a deliverable
state, but the seller is bound to weigh, measure, test, or do some other act or
thing with reference to the goods for the purpose of ascertaining the price, the
property does not pass until such act or thing be done, and the buyer has notice
thereof.

Rule 4.—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. What is a reasonable time
is a question of fact.

Rule 5.—(1) Where there is a contract for the sale of 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:

(2) Where, in pursuance of the contract, the seller delivers the goods to the buyer
or to a carrier or other bailee or custodier (whether named by the buyer or not)
for the purpose of transmission to the buyer, and does not reserve the right of
disposal, he is deemed to have unconditionally appropriated the goods to the
contract.

Reservation of 19.—(1) Where there is a contract for the sale of specific: goods or where goods
right of disposal. 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
the buyer, or to a carrier or other bailee or custodier for the purpose of transmission
to the buyer, the property in the goods does not pass to the buyer until the conditions
imposed by the seller are fulfilled.

(2) Where goods are shipped, and by the bill of lading the goods are deliverable to
the order of the seller or his agent, the seller is primâ facie deemed to reserve the
right of disposal.

(3) Where the seller of goods draws on the buyer for the price, and transmits the
bill of exchange and bill of lading to the buyer together to secure acceptance or
payment of the bill of exchange, the buyer is bound to return the bill of lading if he
does not honour the bill of exchange, and if he wrongfully retains the bill of lading
the property in the goods does not pass to him.

Risk primâ facie 20.—Unless otherwise agreed, the goods remain at the seller’s risk until the prop-
passes with prop- erty therein is transferred to the buyer, but when the property therein is transferred
erty.
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 or custodier of the goods of the other party.

Transfer of Title.

15
 S. 21 [No. 71.] Sale of Goods Act 1893 [1893.]

Sale by person 21.—(1) Subject to the provisions of this Act, where goods are sold by a person who
not owner. 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 to the goods than the seller
had, unless the owner of the goods is by his conduct precluded from denying the
seller’s authority to sell.

(2) Provided also that nothing in this Act shall affect—

(a) The provisions of the Factors Acts, or any enactment enabling the apparent
owner of goods to dispose of them as if he were the true owner thereof;

(b) The validity of any contract of sale under any special common law or statutory
power of sale or under the order of a court of competent jurisdiction.

Market overt. 22.—(1) Where goods are sold in market overt, according to the usage of the market,
the buyer acquires a good title to the goods, provided he buys them in good faith and
without notice of any defect or want of title on the part of the seller.

(2) Nothing in this section shall affect the law relating to the sale of horses.

(3) The provisions of this section do not apply to Scotland.

Sale under void- 23.—When the seller of goods has a voidable title thereto, but his title has not been
able title. avoided at the time of the sale, the buyer acquires a good title to the goods, provided
he buys them in good faith and without notice of the seller’s defect of title.

Revesting of 24.—F6[...]
property in stolen
goods on convic-
tion of offender.

Annotations

Amendments:

F6 Repealed (1.08.2002) by Criminal Justice (Theft and Fraud Offences) Act 2001 (50/2001), s. 3(1)
and sch. 1, S.I. No. 252 of 2002.

Seller or buyer in 25.—(1) Where a person having sold goods continues or is in possession of the
possession after goods, or of the documents of title to the goods, the delivery or transfer by that
sale.
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 authorised by the owner
of the goods to make the same.

(2) Where a person having bought or agreed to buy goods obtains, with the consent
of the seller, possession of the goods or the documents of title to the goods, the
delivery or transfer by that 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 any lien or other
right of the original seller in respect of the goods, shall have the same effect as if the
person making the delivery or transfer were a mercantile agent in possession of the
goods or documents of title with the consent of the owner.

(3) In this section the term “mercantile agent” has the same meaning as in the
Factors Acts.

16
 S. 26 [No. 71.] Sale of Goods Act 1893 [1893.]

Effect of writs of 26.—(1) A writ of fieri facias or other writ of execution against goods shall bind the
execution. property in the goods of the execution debtor as from the time when the writ is
delivered to the sheriff to be executed; and, for the better manifestation of such
time, it shall be the duty of the sheriff, without fee, upon the receipt of any such writ
to endorse upon the back thereof the hour, day, month, and year when he received
the same.

Provided that no such writ shall prejudice the title to such goods acquired by any
person in good faith and for valuable consideration, unless such person had at the
time when he acquired his title notice that such writ or any other writ by virtue of
which the goods of the execution debtor might be seized or attached had been
delivered to and remained unexecuted in the hands of the sheriff.

(2) In this section the term “sheriff ” includes any officer charged with the enforce-
ment of a writ of execution.

(3) The provisions of this section do not apply to Scotland.

P ART III.

P ERFORMANCE OF THE C ONTRACT .

Duties of seller 27.—It is the duty of the seller to deliver the goods, and of the buyer to accept and
and buyer. pay for them, in accordance with the terms of the contract of sale.

Payment and 28.—Unless otherwise agreed, delivery of the goods and payment of the price are
delivery are concurrent conditions, that is to say, the seller must be ready and willing to give
concurrent condi-
tions. possession of the goods to the buyer in exchange for the price, and the buyer must
be ready and willing to pay the price in exchange for possession of the goods.

Rules as to deliv- 29.—(1) Whether it is for the buyer to take possession of the goods or for the seller
ery. 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, express or
implied, the place of delivery is the seller’s place of business, if he have one, and if
not, his residence: Provided that, if the contract be for the sale of specific goods,
which to the knowledge of the parties when the contract is made are in some other
place, then that place is the place of delivery.

(2) Where under the contract of sale the seller is bound to send the goods to the
buyer, but no time for sending them is fixed, the seller is bound to send them within
a reasonable time.

(3) Where the goods at the time of sale are in the possession of a third person,
there is no delivery by seller to buyer unless and until such third person acknowledges
to the buyer that he holds the goods on his behalf; provided that nothing in this
section shall affect the operation of the issue or transfer of any document of title to
goods.

(4) Demand or tender of delivery may be treated as ineffectual unless made at a

reasonable hour. What is a reasonable hour is a question of fact.

(5) Unless otherwise agreed, the expenses of and incidental to putting the goods
into a deliverable state must be borne by the seller.

Delivery of wrong 30.—(1) Where the seller delivers to the buyer a quantity of goods less than he
quantity. contracted to sell, the buyer may reject them, but if the buyer accepts the goods so
delivered he must pay for them at the contract rate.

17
 S. 30 [No. 71.] Sale of Goods Act 1893 [1893.]

(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 must pay for them at the contract rate.

(3) Where the seller delivers to the buyer the goods he contracted to sell mixed
with goods of a 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
he may reject the whole.

(4) The provisions of this section are subject to any usage of trade, special agree-
ment, or course of dealing between the parties.

Instalment deliv- 31.—(1) Unless otherwise agreed, the buyer of goods is not bound to accept delivery
eries. thereof by instalments.

(2) Where there is a contract for the sale of goods to be delivered by stated instal-
ments, which are to be separately paid for, and the seller makes defective deliveries
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 carri- 32.—(1) Where, in pursuance of a contract of sale, the seller is authorised or required
er. 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 is primâ facie deemed
to be a delivery of the goods to the buyer.

(2) Unless otherwise authorised by the buyer, the seller must make such contract
with the carrier on behalf of the buyer as may be reasonable having regard to the
nature of the goods and the other circumstances of the case. If the seller omit so to
do, and the goods are lost or damaged in course of transit, the buyer may decline to
treat the delivery to the carrier 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, under circumstances in which it is usual to insure, the
seller must give such notice to the buyer as may enable him to ensure them during
their sea transit, and, if the seller fails to do so, the goods shall be deemed to be at
his risk during such sea transit.

Risk where goods 33.—Where the seller of goods agrees to deliver them at his own risk at a place
are delivered at other than that where they are when sold, the buyer must, nevertheless, unless
distant place.
otherwise agreed, take any risk of deterioration in the goods necessarily incident to
the course of transit.

Buyer’s right of F7[34.—(1) Where goods are delivered to the buyer, which he has not previously
examining the examined, he is not deemed to have accepted them unless and until he has had a
goods.
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.]

18
 S. 34 [No. 71.] Sale of Goods Act 1893 [1893.]

Annotations

Amendments:

F7 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 20,
commenced as per s. 1(2).

F8[ Acceptance. 35.—The buyer is deemed to have accepted the goods when he intimates to the
seller that he has accepted them, or, subject to section 34 of this Act, when the goods
have been delivered to him and he does any act in relation to them which is inconsis-
tent with the ownership of the seller or when, without good and sufficient reason,
he retains the goods without intimitating to the seller that he has rejected them.]

Annotations

Amendments:

F8 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 20,
commenced as per s. 1(2).

Buyer not bound 36.—Unless otherwise agreed, where goods are delivered to the buyer, and he
to return rejected refuses to accept them, having the right so to do, he is not bound to return them to
goods.
the seller, but it is sufficient if he intimates to the seller that he refuses to accept
them.

Liability of buyer 37.—When the seller is ready and willing to deliver the goods, and requests the
for neglecting or buyer to take delivery, and the buyer does not within a reasonable time after such
refusing delivery
of goods. 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.

P ART IV.

R IGHTS OF U NPAID S ELLER AGAINST THE G OODS .

Unpaid seller 38.—(1) The seller of goods is deemed to be an “unpaid seller” within the meaning
defined. 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 part of this Act 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
indorsed, or a consignor or agent who has himself paid, or is directly responsible for,
the price.

Unpaid seller’s 39.—(1) Subject to the provisions of this Act, and of any statute in that behalf,
rights. 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—

19
 S. 39 [No. 71.] Sale of Goods Act 1893 [1893.]

(a) A lien on the goods or right to retain them 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 transitu
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 transitu where the property has
passed to the buyer.

Attachment by 40.—In Scotland a seller of goods may attach the same while in his own hands or
seller in Scotland. possession by arrestment or poinding; and such arrestment or poinding shall have
the same operation and effect in a competition or otherwise as an arrestment or
poinding by a third party.

Unpaid Seller’s Lien.

Seller’s lien. 41.—(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 or custodier for the buyer.

Part delivery. 42.—Where an unpaid seller has made part delivery of the goods, he may exercise
his right of lien or retention on the remainder, unless such part delivery has been
made under such circumstances as to show an agreement to waive the lien or right
of retention.

Termination of 43.—(1) The unpaid seller of goods loses his lien or right of retention thereon—
lien.
(a) When he delivers the goods to a carrier or other bailee or custodier 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 possession of the goods;

(c) By waiver thereof.

(2) The unpaid seller of goods, having a lien or right of retention thereon, does not
lose his lien or right of retention by reason only that he has obtained judgment or
decree for the price of the goods.

Stoppage in transitu.

Right of stoppage 44.—Subject to the provisions of this Act, when the buyer of goods becomes insol-
in transitu. vent, the unpaid seller who has parted with the possession of the goods has the right
of stopping them in transitu, that is to say, he may resume possession of the goods
as long as they are in course of transit, and may retain them until payment or tender
of the price.

20
 S. 45 [No. 71.] Sale of Goods Act 1893 [1893.]

Duration of tran- 45.—(1) Goods are deemed to be in course of transit from; the time when they are
sit. delivered to a carrier by land or water, or other bailee or custodier 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 or custodier.

(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 or custodier acknowledges to the buyer, or his agent, that he holds the
goods on his behalf and continues in possession of them as bailee or custodier 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 or
custodier continues in possession of them, the transit is not deemed to be at an end,
even if the seller has refused to receive them back.

(5) When goods are delivered to a ship chartered by the buyer it is a question
depending on the circumstances of the particular case, whether they are in the
possession of the master as a carrier, or as agent to the buyer.

(6) Where the carrier or other bailee or custodier 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 transitu, unless such part
delivery has been made under such circumstances as to show an agreement to give
up possession of the whole of the goods.

How stoppage in 46.—(1) The unpaid seller may exercise his right of stoppage in transitu either by
transitu is effect- taking actual possession of the goods, or by giving notice of his claim to the carrier
ed.
or other bailee or custodier 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, must be given at such time and under such
circumstances that the principal, by the exercise of reasonable diligence, may
communicate it to his servant or agent in time to prevent a delivery to the buyer.

(2) When notice of stoppage in transitu is given by the seller to the carrier, or other
bailee or custodier in possession of the goods, he must re-deliver the goods to, or
according to the directions of, the seller. The expenses of such re-delivery must be
borne by the seller.

Re-sale by Buyer or Seller.

Effect of sub-sale 47.—Subject to the provisions of this Act, the unpaid seller’s right of lien or retention
or pledge by or stoppage in transitu is not affected by any sale, or other disposition of the goods
buyer.
which the buyer may have made, unless the seller has assented thereto.

Provided that where a document of title to goods has been 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 valuable consideration,
then, if such last-mentioned transfer was by way of sale the unpaid seller’s right of
lien or retention or stoppage in transitu is defeated, and if such last-mentioned
transfer was by way of pledge or other disposition for value, the unpaid seller’s right
of lien or retention or stoppage in transitu can only be exercised subject to the rights
of the transferee.

21
 S. 48 [No. 71.] Sale of Goods Act 1893 [1893.]

Sale not generally 48.—(1) Subject to the provisions of this section, a contract of sale is not rescinded
rescinded by lien by the mere exercise by an unpaid seller of his right of lien or retention or stoppage
or stoppage in
transitu. in transitu.

(2) Where an unpaid seller who has exercised his right of lien or retention or stop-
page in transitu re-sells the goods, the buyer acquires a good title thereto as against
the original buyer.

(3) Where the goods are of a perishable nature, or where the unpaid seller gives
notice to the buyer of his intention to re-sell, and the buyer does not within a
reasonable time pay or tender the price, the unpaid seller may re-sell the goods and
recover from the original buyer damages for any loss occasioned by his breach of
contract.

(4) Where the seller expressly reserves a right of re-sale in case the buyer should
make default, and on the buyer making default, re-sells the goods, the original contract
of sale is thereby rescinded, but without prejudice to any claim the seller may have
for damages.

P ART V.

A CTIONS FOR B REACH OF THE C ONTRACT .

Remedies of the Seller.

Action for price. 49.—(1) Where, under a contract of sale, the property in the goods has passed to
the buyer, and the buyer wrongfully neglects or refuses to pay for the goods according
to the terms of the contract, the seller may maintain an action against him for the
price of the goods.

(2) Where, under a contract of sale, the price is payable on a day certain irrespective
of delivery, and the buyer wrongfully neglects or refuses to pay such price, the seller
may maintain an action for the price, although the property in the goods has not
passed, and the goods have not been appropriated to the contract.

(3) Nothing in this section shall prejudice the right of the seller in Scotland to
recover interest on the price from the date of tender of the goods, or from the date
on which the price was payable, as the case may be.

Damages for non- 50.—(1) Where the buyer wrongfully neglects or refuses to accept and pay for the
acceptance. goods, the seller may maintain an action against him for damages for non-acceptance.

(2) The measure of damages is the estimated loss directly and naturally resulting,
in the ordinary course of events, from the buyer’s breach of contract

(3) Where there is an available market for the goods in question the measure of
damages is primâ facie to be ascertained by the difference between the contract price
and the market or current price at the time or times when the goods ought to have
been accepted, or, if no time was fixed for acceptance, then at the time of the refusal
to accept.

Remedies of the Buyer.

Damages for non- 51.—(1) Where the seller wrongfully neglects or refuses to deliver the goods to the
delivery. buyer, the buyer may maintain an action against the seller for damages for non-
delivery.

(2) The measure of damages is the estimated loss directly and naturally resulting,
in the ordinary course of events, from the seller’s breach of contract.

22
 S. 51 [No. 71.] Sale of Goods Act 1893 [1893.]

(3) Where there is an available market for the goods in question the measure of
damages is primâ facie to be ascertained by the difference between the contract price
and the market or current price of the goods at the time or times when they ought
to have been delivered, or, if no time was fixed, then at the time of the refusal to
deliver.

Specific perfor- 52.—In any action for breach of contract to deliver specific or ascertained goods
mance. the court may, if it thinks fit, on the application of the plaintiff, by its judgment or
decree direct that the contract shall be performed specifically, without giving the
defendant the option of retaining the goods on payment of damages. The judgment
or decree may be unconditional, or upon such terms and conditions as to damages,
payment of the price, and otherwise, as to the court may seem just, and the application
by the plaintiff may be made at any time before judgment or decree.

The provisions of this section shall be deemed to be supplementary to, and not in
derogation of, the right of specific implement in Scotland.

F9[ Remedy for 53.—(1) Subject to subsection (2), where there is a breach of warranty by the seller,
breach of warran- or where the buyer elects, or is compelled, to treat any breach of a condition on the
ty.
part of the seller as a breach of warranty, the buyer is not by reason only of such
breach of warranty entitled to reject the goods, but he may—

(a) set up against the seller the breach of warranty in diminution or extinction of
the price, or

(b) maintain an action against the seller for damages for the breach of warranty.

(2) Where—

(a) the buyer deals as consumer and there is a breach of a condition by the seller
which, but for this subsection, the buyer would be compelled to treat as a
breach of warranty, and

(b) the buyer, promptly upon discovering the breach, makes a request to the
seller that he either remedy the breach or replace any goods which are not
in conformity with the condition,

then, if the seller refuses to comply with the request or fails to do so within a
reasonable time, the buyer is entitled:

(i) to reject the goods and repudiate the contract, or

(ii) to have the defect constituting the breach remedied elsewhere and to
maintain an action against the seller for the cost thereby incurred by him.

(3) The onus of proving that the buyer acted with promptness under subsection (2)
shall lie on him.

(4) The measure of damages for breach of warranty is the estimated loss directly
and naturally resulting, in the ordinary course of events, from the breach of warranty.

(5) In the case of breach of warranty of quality such loss is prima facie the difference
between the value of the goods at the time of delivery to the buyer and the value
they would have had if they had answered to the warranty.

(6) The fact that the buyer has set up the breach of warranty in diminution or
extinction of the price or that the seller has replaced goods or remedied a breach
does not of itself prevent the buyer from maintaining an action for the same breach
of warranty if he has suffered further damage.]

23
 S. 53 [No. 71.] Sale of Goods Act 1893 [1893.]

Annotations

Amendments:

F9 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 21,
commenced as per s. 1(2).

Interest and 54.—Nothing in this Act shall affect the right of the buyer or the seller to recover
special damages. interest or special damages in any case where by law interest or special damages may
be recoverable, or to recover money paid where the consideration for the payment
of it has failed.

P ART VI.

S UPPLEMENTARY .
F10[ Exclusion of 55.—(1) Subject to the subsequent provisions of this section, where any right, duty
implied terms or liability would arise under a contract of sale of goods by implication of law, it may
and conditions.
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.

(2) An express condition or warranty does not negative a condition or warranty

implied by this Act unless inconsistent therewith.

(3) In the case of a contract of sale of goods, any term of that or any other contract
exempting from all or any of the provisions of section 12 of this Act shall be void.

(4) In the case of a contract of sale of goods, any term of that or any other contract
exempting from all or any of the provisions of section 13, 14 or 15 of this Act shall
be void where the buyer deals as consumer and shall, in any other case, not be
enforceable unless it is shown that it is fair and reasonable.

(5) Subsection (4) shall not prevent the court from holding, in accordance with any
rule of law, that a term which purports to exclude or restrict any of the provisions of
section 13, 14 or 15 of this Act is not a term of the contract.

(6) Any reference in this section to a term exempting from all or any of the provisions
of any section of this Act is a reference to a term which purports to exclude or restrict,
or has the effect of excluding or restricting, the operation of all or any of the provisions
of that section, or the exercise of a right conferred by any provision of that section,
or any liability of the seller for breach of a condition or warranty implied by any
provision of that section.

(7) Any reference in this section to a term of a contract includes a reference to a

term which although not contained in a contract is incorporated in the contract by
another term of the contract.

(8) This section is subject to section 61 (6) of this Act.]

Annotations

Amendments:

F10 Substituted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 22,
commenced as per s. 1(2).

24
 S. 55 [No. 71.] Sale of Goods Act 1893 [1893.]

Modifications (not altering text):

C11 Application of section extended (19.05.1997) by European Communities (Contracts For Time Sharing
of Immovable Property — Protection of Purchasers) Regulations 1997 (S.I. No. 204 of 1997), reg.
12.
Contracting out of obligation or denial of rights under Regulations not binding
12.— Any clause of a contract whereby a purchaser renounces the purchaser ’s freedom or rights
under these Regulations or whereby a vendor is freed from the vendor ’s responsibilities arising
from these Regulations shall not be binding on the purchaser, under conditions as set out in sections
55 of the Sale of Goods Act, 1893, (as inserted by section 22 of the Sale of Goods and Supply of
Services Act, 1980), and section 40 (1) of the Sale of Goods and Supply of Services Act, 1980.

C12 Term “fair and reasonable” construed (30.12.1980) by Sale of Goods and Supply of Services Act
1980 (16/1980), s. 2(3), commenced as per s. 1(2).
Interpretation generally.
2.— ...
(3) Where, under section 13, 31, 40 or 46 of this Act or under section 55 of the Act of 1893
(inserted by section 22 of this Act), a question arises as to whether a term, agreement or provision
is fair and reasonable regard shall be had to the criteria set out in the Schedule in deciding it.
Schedule
1.— In determining for the purposes of section 13, 31, 40 or 46 of this Act or section 55 of the
Act of 1893 (inserted by section 22 of this Act) if a term is fair and reasonable the test is that it
shall be a fair and reasonable one to be included having regard to the circumstances which were,
or ought reasonably to have been, known to or in contemplation of the parties when the contract
was made.
...

C13 Application of section restricted (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 12(3), commenced as per s. 1(2).
Implied warranty for spare parts and servicing.
12.—...
(3) Notwithstanding section 55 (1) of the Act of 1893 (inserted by section 22 of this Act) any
term of a contract exempting from all or any of the provisions of this section shall be void.

C14 Application of section restricted (30.12.1980) by Sale of Goods and Supply of Services Act 1980
(16/1980), s. 13(9), commenced as per s. 1(2).
Implied condition on sale of motor vehicles.
13.— ...
(9) Notwithstanding section 55 (1) of the Act of 1893 (inserted by section 22 of this Act) any
term of a contract exempting from all or any of the provisions of this section shall be void.

F11[ Conflict of 55A.—Where the proper law of a contract of sale of goods would, apart from a term
laws. that it should be the law of some other country or a term to the like effect, be the
law of Ireland or where any such contract contains a term which purports to substitute,
or has the effect of substituting, provisions of the law of some other country for all
or any of the provisions of sections 12 to 15 and 55 of this Act, those sections shall,
notwithstanding that term but subject to section 61 (6) of this Act, apply to the
contract.]

25
 S. 55A [No. 71.] Sale of Goods Act 1893 [1893.]

Annotations

Amendments:

F11 Inserted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 23, commenced
as per s. 1(2).

Reasonable time 56.—Where, by this Act, any reference is made to a reasonable time the question
a question of what is a reasonable time is a question of fact.
fact.

Rights, &c. 57.—Where any right, duty, or liability is declared by this Act, it may, unless
enforceable by otherwise by this Act provided, be enforced by action.
action.

Auction sales. 58.—In the case of a sale by auction—

(1) Where goods are put up for sale by auction in lots, each lot is primâ facie
deemed to be the subject of a separate contract of sale:
(2) A sale by auction is complete when the auctioneer announces its completion
by the fall of the hammer, or in other customary manner. Until such
announcement is made any bidder may retract his bid:

(3) Where a sale by auction 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: Any sale contravening this rule may
be treated as fraudulent by the buyer:

(4) A sale by auction may be notified to be subject to a reserved or upset price,

and a right to bid may also be reserved expressly by or on behalf of the seller.

Where a right to bid is expressly reserved, but not otherwise, the seller, or any one
person on his behalf, may bid at the auction.

Payment into 59.—In Scotland where a buyer has elected to accept goods which he might have
court in Scotland rejected, and to treat a breach of contract as only giving rise to a claim for damages,
when breach of
warranty alleged. he may, in an action by the seller for the price, be required, in the discretion of the
court before which the action depends, to consign or pay into court the price of the
goods, or part thereof, or to give other reasonable security for the due payment
thereof.

Repeals. [S. 60 rep. 8 Edw. 7. c. 49 (S.L.R.).]

Annotations

Editorial Notes:

E1 As noted in the edition of Statutes from which this Act was reproduced, this section was repealed
(21.12.1908) by Statute Law Revision Act 1908 (8 Edw. 7 c. 49), commenced on enactment.

Savings. 61.—(1) The rules in bankruptcy relating to contracts of sale shall continue to apply
thereto, notwithstanding anything in this Act contained.

26
 S. 61 [No. 71.] Sale of Goods Act 1893 [1893.]

(2) The rules of the common law, including the law merchant, save in so far as they
are inconsistent with the express provisions of this Act, and in particular the rules
relating to the law of principal and agent and the effect of fraud, misrepresentation,
duress or coercion, mistake, or other invalidating cause, shall continue to apply to
contracts for the sale of goods.

(3) Nothing in this Act or in any repeal effected thereby shall affect the enactments
relating to bills of sale, or any enactment relating to the sale of goods which is not
expressly repealed by this Act.

(4) 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.

(5) Nothing in this Act shall prejudice or affect the landlord’s right of hypothec or
sequestration for rent in Scotland.

F12[(6) (a) Nothing in section 55 or 55A of this Act shall prevent the parties to a
contract for the international sale of goods from negativing or varying any
right, duty or liability which would otherwise arise by implication of law
under sections 12 to 15 of this Act.

(b) In this subsection ‘contract for the international sale of goods’ means a contract
of sale of goods made by parties whose places of business (or, if they have
none, habitual residences) are in the territories of different States and in
the case of which one of the following conditions is satisfied:

(i) the contract involves the sale of goods which are at the time of the
conclusion of the contract in the course of carriage or will be carried from
the territory of one State to the territory of another; or

(ii) the acts constituting the offer and acceptance have been effected in the
territories of different States; or

(iii) delivery of the goods is to be made in the territory of a State other than
that within whose territory the acts constituting the offer and the accep-
tance have been effected.]

Annotations

Amendments:

F12 Inserted (31.12.1980) by Sale of Goods and Supply of Services Act 1980 (16/1980), s. 24, commenced
as per s. 1(2).

Modifications (not altering text):

C15 Application of subs. (6) restricted (22.01.2003) by European Communities (Certain Aspects of the
Sale of Consumer Goods and Associated Guarantees) Regulations 2003 (S.I. No. 11 of 2003), reg.
4.
Choice of law provisions.
4.— (1) A consumer shall not be deprived of the protection afforded by these Regulations as a
result of his or her choosing as the law applicable to the contract the law of a non-Member State
if the contract has a close connection with the territory of the Member States.
(2) Paragraph (1) shall have effect notwithstanding section 61(6) of the Sale of Goods Act 1893.

27
 S. 62 [No. 71.] Sale of Goods Act 1893 [1893.]

Interpretation of 62.—(1) In this Act, unless the context or subject matter otherwise requires,—
terms.
52 & 53 Vict. c. “Action” includes counterclaim and set off, and in Scotland condescendence and
45. claim and compensation:

53 & 54 Vict. c. “Bailee” in Scotland includes custodier:

40.
“Buyer” means a person who buys or agrees to buy goods:

“Contract of sale” includes an agreement to sell as well as a sale:

“Defendant” includes in Scotland defender, respondent, and claimant in a multiple-

poinding:

“Delivery” means voluntary transfer of possession from one person to another:

“Document of title to goods” has the same meaning as it has in the Factors Acts:

“Factors Acts” means the Factors Act, 1889, the Factors (Scotland) Act, 1890, and
any enactment amending or substituted for the same:

“Fault” means wrongful act or default:

“Future goods” means goods to be manufactured or acquired by the seller after the
making of the contract of sale:

“Goods” include all chattels personal other than things in action and money, and
in Scotland all corporeal moveables except money. The term includes emble-
ments, industrial growing crops, and things attached to or forming part of the
land which are agreed to be severed before sale or under the contract of sale:

“Lien” in Scotland includes right of retention:

“Plaintiff ” includes pursuer, complainer, claimant in a multiplepoinding and defen-

dant or defender counter-claiming:

“Property” means the general property in goods, and not merely a special property:

“Quality of goods” includes their state or condition:

“Sale” includes a bargain and sale as well as a sale and delivery.

“Seller” means a person who sells or agrees to sell goods:

“Specific goods” means goods identified and agreed upon at the time a contract of
sale is made:

“Warranty” as regards England and Ireland means an agreement with reference to

goods which are the subject of a contract of sale, but collateral to the main
purpose of such contract, the breach of which gives rise to a claim for damages,
but not to a right to reject the goods and treat the contract as repudiated.

As regards Scotland, a breach of warranty shall be deemed to be a failure to perform

a material part of the contract.

(2) A thing is deemed to be done “in good faith” within the meaning of this Act
when it is in fact done honestly, whether it be done negligently or not.

(3) A person is deemed to be insolvent within the meaning of this Act who either
has ceased to pay his debts in the ordinary course of business, or cannot pay his debts
as they become due, whether he has committed an act of bankruptcy or not, and
whether he has become a notour bankrupt or not.

(4) Goods are in a “deliverable state” within the meaning of this Act when they are
in such a state that the buyer would under the contract be bound to take delivery of
them.

28
 S. 63 [No. 71.] Sale of Goods Act 1893 [1893.]

Commencement. [S. 63 rep. 8 Edw. 7. c. 49 (S.L.R.).]

Annotations

Editorial Notes:

E2 As noted in the edition of Statutes from which this Act was reproduced, this section was repealed
(21.12.1908) by Statute Law Revision Act 1908 (8 Edw. 7 c. 49), commenced on enactment.

Short title. 64.—This Act may be cited as the Sale of Goods Act, 1893.

29
 SCH. 1 [No. 71.] Sale of Goods Act 1893 [1893.]

SCHEDULE

[Sched. rep. 8 Edw. 7. c. 49 (S.L.R.).]

Annotations

Editorial Notes:

E3 As noted in the edition of Statutes from which this Act was captured, this schedule was repealed
(21.12.1908) by Statute Law Revision Act 1908 (8 Edw. 7 c. 49), commenced on enactment.

30