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Sale of Goods Acts (with variations) regulate the sale of goods in several legal jurisdictions including Malaysia, New Zealand, the United Kingdom and the common law provinces of Canada. [1]
The Bill for an Act with this short title will have been known as a Sale of Goods Bill during its passage through the relevant legislative process.
Sale of Goods Acts may be a generic name either for legislation bearing that short title or for all legislation which relates to the sale of goods.
One can only transfer the ownership of a good if they are also the owner. The third party who bought in good faith will be weaker than the claim of the original owner. [1]
Goods must correspond with their descriptions. If it is not, the seller will face strict liability. For business-to-consumer transactions this term cannot be excluded from the contract, however this term might be excluded in business-to-business transactions. [1]
The goods must meet the reasonable person test of satisfactory quality. This means that the goods should be what a reasonable person would expect by considering price, description and other circumstances. However, this right is lost when a defect has been mentioned by the seller in advance or where the buyer inspected the good and the defect was obvious (not hidden or come into effect at a later point). [1]
The goods must be reasonably fit for their purpose. This indicates that the buyer has to make the seller aware of why they would like to purchase the good. If that purpose has not been made clear, the buyer cannot claim any remedies. [1]
Similar to the implied terms of description, the good must match the model, sample and installation unless the seller has pointed out the differences in advance. If the seller agrees to perform the installation or arranges the installation, that has to be performed correctly. [1]
The sale of a good is usually undertaken between two main parties, such as a trader and a consumer. Business to consumer sales (B2C) arise when one party acts as a business and the other party receives the good for private use. [2] Business to business (B2B) sales take place when both parties act as businesses and sell the good for non-consumer sale. [2] Consumer to consumer (C2C) arise when neither party acts as a business entity. [2] This classification may impact on the application of relevant legislation, for example in the United Kingdom, chapter 2 of the Consumer Rights Act 2015 "applies to a contract for a trader to supply goods to a consumer" instead of the Sale of Goods Act 1979. [3]
When a good is sold from party to party and the buyer becomes the owner, this is when they assume all the risks involved with the good. Even though the buyer is fully responsible for the good until they have paid the good in full, they still have duty to assume the loss or damage of the good. If the terms of ownership of risk are not defined by the parties, then the ‘default’ law of Sale of Goods applies. [4] For example, for a specific good, the ownership is identifying when the good is in the delivery stage. Additionally, for unascertained goods, the ownership is passed until the good is identified and sent to the buyer. On the other hand, when there is a business to customer sale, the business still has the duty to assume the risk of the good until it is delivered and received by the customer. [4]
Queensland's Sale of Goods Act was first passed in 1896 and implemented in 1 January 1897. [5] The 1896 law has been superseded by the Sales and Storage of Goods Act as of January 1, 2019. [6]
The Bangladeshi Sales of Goods Act was enacted in 1930 when Bangladesh was part of Bengal Province, British India.
The Indian Sale of Goods Act 1930 is a mercantile Law, which came into existence on 1 July 1930, during the British Raj. It provides for the setting up of contracts where the seller transfers or agrees to transfer the title (ownership) in the goods to the buyer for consideration. It is applicable all over India, except Jammu and Kashmir. Under the act, goods sold from owner to buyer must be sold for a certain price and at a given period of time.]
The Sale of Goods Act 1957 applies.
New Zealand's Sale of Goods Act was passed in 1908 by the Liberal Government of New Zealand. It was amended several times, including by the Sale of Goods Amendment Act 1961 and the Sale of Goods Amendment Act 2003, [7] before finally being repealed and replaced by Part 3 of the Contract and Commercial Law Act 2017. [8]
In regard to consumer contracts, the Sale of Goods Act 1979 was replaced by the Consumer Rights Act 2015, which covers contracts entered into from 1 October 2015. [9] The earlier legislation, which continues in respect of business-to-business transactions, was:
Unascertained goods are goods for sale which are not specifically identified at the time of the contract of sale. For example, if I pay in advance for 50 litres of petrol to put into the tank of my car, at the time of the sale it would not be known which 50 litres from the seller's tanks would be the ones I would receive.
Rules relating to unascertained goods are often incorporated into sale of goods legislation, for example, section 16 of the UK's Sale of Goods Act 1979 and section 18 of the Sale of Goods Act, 1930 (Bangladesh), state that where there is a contract for the sale of unascertained goods, no property in the goods is transferred to the buyer unless and until goods are ascertained. [10] [11]
In the 1885 case of Inglis v Stock, a bulk consignment of sugar was shipped aboard the City of Dublin free on board (f.o.b.), and the whole consignment was lost after shipment. The seller subsequently appropriated the parts of the lost consignment to two separate contracts. Under f.o.b. commercial terms, the seller's obligation is to deliver to the ship, after which risk passes to the buyer, and therefore claims for the loss were lodged by the buyers, in this case by Inglis. A question about the insurer's obligation to pay was taken to court and resolved by the House of Lords. The legal issue was whether the respondent had, at the time of the loss, an insurable interest in the 390 tons of sugar. The House of Lords ruled that the sale was "FOB Hamburg", and therefore after shipment the sugar, even though part of an unascertained cargo, was at the risk of the respondent; he, therefore, had an insurable interest in the sugar and the underwriter was liable for the loss. [12]
Sale of Goods (Amendment) Act 1995 | |
---|---|
Act of Parliament | |
Long title | An Act to amend the law relating to the sale of unascertained goods forming part of an identified bulk and the sale of undivided shares in goods. |
Citation | 1995 c. 28 |
Dates | |
Royal assent | 19 July 1995 |
Commencement | 19 September 1995 |
Other legislation | |
Amends | Sale of Goods Act 1979 |
Status: Current legislation | |
Text of statute as originally enacted | |
Text of the Sale of Goods (Amendment) Act 1995 as in force today (including any amendments) within the United Kingdom, from legislation.gov.uk. |
In the UK, the Sale of Goods (Amendment) Act 1995 amended the legal treatment of "unascertained goods forming part of an identified bulk", [13] reflecting recommendations and a draft bill proposed by the Law Commission and the Scottish Law Commission in 1993. [14]
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of uniform acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories of the United States.
In law, conveyancing is the transfer of legal title of real property from one person to another, or the granting of an encumbrance such as a mortgage or a lien. A typical conveyancing transaction has two major phases: the exchange of contracts and completion.
The Incoterms or International Commercial Terms are a series of pre-defined commercial terms published by the International Chamber of Commerce (ICC) relating to international commercial law. Incoterms define the responsibilities of exporters and importers in the arrangement of shipments and the transfer of liability involved at various stages of the transaction. They are widely used in international commercial transactions or procurement processes and their use is encouraged by trade councils, courts and international lawyers. A series of three-letter trade terms related to common contractual sales practices, the Incoterms rules are intended primarily to clearly communicate the tasks, costs, and risks associated with the global or international transportation and delivery of goods. Incoterms inform sales contracts defining respective obligations, costs, and risks involved in the delivery of goods from the seller to the buyer, but they do not themselves conclude a contract, determine the price payable, currency or credit terms, govern contract law or define where title to goods transfers.
Caveat emptor is Latin for "Let the buyer beware". It has become a proverb in English. Generally, caveat emptor is the contract law principle that controls the sale of real property after the date of closing, but may also apply to sales of other goods. The phrase caveat emptor and its use as a disclaimer of warranties arises from the fact that buyers typically have less information than the seller about the good or service they are purchasing. This quality of the situation is known as 'information asymmetry'. Defects in the good or service may be hidden from the buyer, and only known to the seller.
FOB is a term in international commercial law specifying at what point respective obligations, costs, and risk involved in the delivery of goods shift from the seller to the buyer under the Incoterms standard published by the International Chamber of Commerce. FOB is only used in non-containerized sea freight or inland waterway transport. As with all Incoterms, FOB does not define the point at which ownership of the goods is transferred.
A hire purchase (HP), also known as an installment plan, is an arrangement whereby a customer agrees to a contract to acquire an asset by paying an initial installment and repaying the balance of the price of the asset plus interest over a period of time. Other analogous practices are described as closed-end leasing or rent to own.
A letter of credit (LC), also known as a documentary credit or bankers commercial credit, or letter of undertaking (LoU), is a payment mechanism used in international trade to provide an economic guarantee from a creditworthy bank to an exporter of goods. Letters of credit are used extensively in the financing of international trade, when the reliability of contracting parties cannot be readily and easily determined. Its economic effect is to introduce a bank as an underwriter that assumes the counterparty risk of the buyer paying the seller for goods.
A standard form contract is a contract between two parties, where the terms and conditions of the contract are set by one of the parties, and the other party has little or no ability to negotiate more favorable terms and is thus placed in a "take it or leave it" position.
A bill of sale is a document that transfers ownership of goods from one person to another. It is used in situations where the former owner transfers possession of the goods to a new owner. Bills of sale may be used in a wide variety of transactions: to sell goods, exchange, give, or mortgage objects. They can be used only to transfer ownership of goods that people already own or to transfer ownership of moveable tangible goods and only by individuals and unincorporated businesses.
In common law jurisdictions, an implied warranty is a contract law term for certain assurances that are presumed to be made in the sale of products or real property, due to the circumstances of the sale. These assurances are characterized as warranties regardless of whether the seller has expressly promised them orally or in writing. They include an implied warranty of fitness for a particular purpose, an implied warranty of merchantability for products, implied warranty of workmanlike quality for services, and an implied warranty of habitability for a home.
Risk of loss is a term used in the law of contracts to determine which party should bear the burden of risk for damage occurring to goods after the sale has been completed, but before delivery has occurred. Such considerations generally come into play after the contract is formed but before buyer receives goods, something bad happens.
Consignment is a process whereby a person gives permission to another party to take care of their property and retains full ownership of the property until the item is sold to the final buyer. It is generally done during auctions, shipping, goods transfer, or putting something up for sale in a consignment store. The owner of the goods pays the third-party a portion of the sale for facilitating the sale. Consignors maintain the rights to their property until the item is sold or abandoned. Many consignment shops and online consignment platforms have a set time limit at which an item's availability for sale expires. Within the time of contract, reductions of the price are common to promote the sale of the item, but vary by the type of item sold.
The United Nations Convention on Contracts for the International Sale of Goods (CISG), sometimes known as the Vienna Convention, is a multilateral treaty that establishes a uniform framework for international commerce. As of December 2023, it has been ratified by 97 countries, representing two-thirds of world trade.
The abstract system of title transfer is a legal term in German law relating to the law of obligations and property law. Although no express reference to it is made in the German Civil Code (BGB), the concept of separating a personal undertaking to pay or exchange goods or legal rights from the conveyance of title to those goods or legal rights is fundamental to German private law.
The Sale of Goods Act 1979 is an Act of the Parliament of the United Kingdom which regulated English contract law and UK commercial law in respect of goods that are sold and bought. The Act consolidated the original Sale of Goods Act 1893 and subsequent legislation, which in turn had codified and consolidated the law. Since 1979, there have been numerous minor statutory amendments and additions to the 1979 act. It was replaced for some aspects of consumer contracts from 1 October 2015 by the Consumer Rights Act 2015 but remains the primary legislation underpinning business-to-business transactions involving selling or buying goods.
International Commercial Law is a body of legal rules, conventions, treaties, domestic legislation and commercial customs or usages, that governs international commercial or business transactions. A transaction will qualify to be international if elements of more than one country are involved.
The South African law of sale is an area of the legal system in that country that describes rules applicable to a contract of sale, generally described as a contract whereby one person agrees to deliver to another the free possession of a thing in return for a price in money.
The Indian Sale of Goods Act, 1930 is a mercantile law which came into existence on 1 July 1930, during the British Raj, borrowing heavily from the United Kingdom's Sale of Goods Act 1893. It provides for the setting up of contracts where the seller transfers or agrees to transfer the title (ownership) in the goods to the buyer for consideration. It is applicable all over India. Under the act, goods sold from owner to buyer must be sold for a certain price and at a given period of time. The act was amended on 23 September 1963, and was renamed to the Sale of Goods Act, 1930. It is still in force in India, after being amended in 1963, and in Bangladesh, as the Sale of Goods Act, 1930 (Bangladesh).
The Consumer Rights Act 2015 is an act of Parliament of the United Kingdom which consolidates existing consumer protection law legislation and also gives consumers a number of new rights and remedies. Provisions for secondary ticketing and lettings came into force on 27 May 2015, and provisions for alternative dispute resolution (ADR) came into force on 9 July 2015 as per the EU Directive on consumer ADR. Most other provisions came into force on 1 October 2015.
The missives of sale, in Scots property law, are a series of formal letters between the two parties, the Buyer and the Seller, containing the contract of sale for the transfer of corporeal heritable property (land) in Scotland. The term 'land' in this article includes buildings and other structures upon land.