1. SALE OF GOODS ACT

2. Contract of Sale of Goods :
 A contract of sale of goods is a contract whereby the
seller transfer (or) agree to transfer the property in
goods to the buyer for a price. There may be a contract
of sale between one part-owner and other (sec 4 (1)).
A contract of sale may be absolute (or) conditional
(Sec. 4 (2)).

3. Essentials of a Contract of sale :
 Two Parties : buyer and seller
 . Goods
 . Price : The consideration for the contact of sale,
called price, must be money. When goods are
exchanged for goods. however, nothing to prevent the
consideration from being partly in money and partly
in goods.
 Transfer of general property :
 Essential elements of a Valid contract :

4. Creation of Contract of sale:
 The contract of sale means provide for the immediate
delivery of the goods, or immediate payment of price
(or) both, or for the delivery or payment instalments
(or) that the delivery (or) payment (or) both shall be
postponed (Sec. 5 (1))
 1. Transfer of property : In a sale of the property in
the goods passes from the seller to the buyer
immediately. So that the seller is no more the owner
of the goods sold. A sale is an executed contract.


5. Creation of Contract of sale:
 2. Type of goods : A sale can only be in case of
existing and specific goods only.
 Risk of Loss : In a sale, if the good are destroyed, the
loss falls on the buyer even though the goods are in the
possession of the seller.


6. Agreement to sell :
 1. In a agreement to sell, the transfer of property in
the goods is to take place at a future time (or) subject
to certain conditions fulfilled.
 2. An agreement to sell is mostly in case of future and
contingent goods although in some cases it may refer
to uncertained existing goods.
 3. In an agreement to sell, if the goods are destroyed,
the loss falls on the seller,
4.Right to sell : In a sale, the seller cannot re-sell the
goods (except in certain cases)

7. Agreement to sell :
 5. Consequences of breach : In a sale, if the buyer fails
to pay the price of the goods (or) if there is a breach of
contract by the buyer, the seller can sue for the price
even though the goods are still in his possession.
 In an agreement to sell if there is a breach of contract
by the buyer, the seller can only sue for damages and
not for the price even though the goods are in the
possession of the buyer.

8. Agreement to sell :
 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. In
such a case, the original buyer can only sue the seller
for damages.


9. DIFFERENCE BETWEEN SALE AND
AGREEMENT TO SELL
SALE AGREEMENT TO SELL
1.executed contract 1. Executory contract
2.jus-in-rem(against the world) 2. 2.jus –in-personem(against
the person)
3.Goods passes to the buyer 3. 3.risk and property does not
with risk passes to buyer immediately
4.Seller is entitled to sue for the 4. 4.seller has the right to sue
price, right of lien for the damages only
5.Loss will be borne by the 5. 5.seller have to pay for the
buyer loss.

10. DIFFERENCE BETWEEN SALE AND
AGREEMENT TO SELL
SALE AGREEMENT TO SELL
 6.in case of insolvency of  6. in case of insolvency of
buyer ---seller must deliver buyer- -- seller may refuse to
the goods to official assignee deliver.
or receiver
 7. in case of insolvency of  7. in case of insolvency of
seller--- buyer entitled to seller---buyer has to prove the
receive the goods from official amount that he has paid to
assignee or receiver the seller.

11. Conditions and Warranties
 Sec 12(2)
 a condition is a stipulation essential to the main
purpose of the contract ,breach which gives rise to a right
to treat the contract as repudiated or broken.
 Sec 12(3)
 a warranty is a stipulation collateral to the main
purpose Of the contract, the breach which gives rise to a
claim for damages but not to reject the goods and treat
the contract as repudiated or broken.

12. Conditions and Warranties
 conditions and warranties may be expressly stated or
may be implied from the circumstances.
 Stipulation as to time whether a condition:
If time is regarded as essential for the delivery of the
goods,payment,quality or any other form etc…then
time shall be considered as a condition in creation of a
contract for sale of goods, breach which gives right to
the aggrieved party to repudiate the contract.

13. Circumstances under which a breach of condition is
would be held as a breach of warranty only :
 1.where buyer elects to treat the breach of condition as
breach warranty
 2.where the buyer waives the conditions.
 3.Unless there is an express or implied contract to the
contrary
 a. where buyer accepted the goods or part there of.
 b. where contract is for specific goods,the property in
which passed to the buyer.

14. Remedies available to the buyer on breach of
condition:
 Repudiate the contract and reject the goods
 Elect to treat the breach of condition as iof warranty
and claim damages.
 Waive the condition(loosing legal rights,denying)
 To file a suit in diminution or extinction of prices
 To claim the damages

15. PERFORMANCE
OF
CONTRACT

16. PERFORMANCE OF CONTRACT
 Delivery: sec 2(2) defines delivery as voluntary
transfer of possession of goods from one person to
another.
Delivery of goods may be actual or symbolic.
Handing over of the goods b the seller to the buyer is
called actual delivery.
handing over of documents related to the goods like bill
of leading,railway receipt etc…constitutes symbolic or
constructive delivery.

17. Rules:
 Delivery and payment (sec 31)
 Delivery to be made to buyer/authorized person(sec33)
 Part delivery (sec 34)
 Buyer to apply for delivery (sec 35)
 Mode delivery (sec 36(1))
 Place of delivery (sec 36(1)
 Time of delivery (sec 35(2))
 Demand at reasonable hour (sec 36(4))
 Goods in possession of third person (sec 36(3))
 Expenses: generally borne by the seller (sec 36(5))

18. Rules:
 Installment delivery:
 Expressly , nature of the contract ,conduct of the parties
(sec 38(1))
 Goods delivered at distant place (sec 40)
 Delivery of wrong quality:
 Short quantity
 Excess delivery
 Mixed delivery (mixed with other goods)

19. Acceptance of delivery:
 1.examining goods (sec 41)
 2.when accepted
 A. he intimates the seller that he accepted them
 B. where he does any act in relation to the goods
 C. the buyer after direct/indirect acceptance cannot
reject the goods
 3.buyer not bound to return the rejected goods (sec 43)

20. Buyers liability for the
rejecting,neglecting,refusing the goods: