Duties of the Seller and Buyer in respect of Delivery of Goods
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2 September 2011
The Sale of Goods Act 1979 ("SOGA") allow
terms to be expressly or impliedly incorporated into contracts.
Breach of either express or implied terms by any party to the contract
will amount to a breach of contract therefore giving rise to an action
for damages, and in the case of those terms which are also conditions,
termination of the contract.
Definition of Delivery
S61(1) of SOGA defines delivery as the 'voluntary transfer of
possession from one person to another'. It must be established when the
goods are delivered (i.e. the transfer of possession) and when the
title is passed (i.e. ownership). Delivery is the point in time and
space at which the parties can be seen to have agreed that the legal
right to possession of the goods passes from the seller to the buyer.
Duties of the Seller
Delivery:
S27 of SOGA makes it a duty of the seller to deliver the goods. The
delivery must reflect the manner it states in the contract and must
comply with the implied conditions under ss 12, 13, 14 and 15 of the
SOGA.
Delivery of the right Quantity:
The seller is under a duty to deliver the right quantity of goods.
S30 (1) allows the buyer to rejects goods if the quantity is less than
the quantity provided in the contract.
S30(2) allows the buyer to either accept the quantity provided in the
contract or reject the goods as a whole if the quantity delivered is
larger than the quantity stipulated in the contract. However, if the
quantity is slightly more, the buyer may not reject the goods unless it
is a consumer.
S30 (3) stipulates, that if a larger quantity is accepted then the
buyer must pay for the extra quantity at the contract rate.
S31 (1) provides that the buyer is not obliged to accept the delivery
in installements. The buyer is entitled to reject the goods under these
circumstances.
Duties of the Buyer
S27 of SOGA renders it a duty for the buyer to accept the goods in
compliance with the terms of the contract.
S28 provides that payment should take place at the same time as the
delivery of goods subject unless the contract provides differently.
Although it is a duty for the buyer to accept the goods on delivery, it
does not necessarily mean that the goods comply with the contract.
S35 (1) stipulates that the buyer is deemed to have accepted the goods
when:
It tells the seller that it has accepted them; or
It does any act in relation to them which is inconsistent with the
ownership of the seller.
S35 (2) allows the buyer to examines the goods within reasonable time
before acceptance takes place.
In a commercial contract, the buyer is deemed to have accepted the
goods if it does not notify the seller within a reasonable period if
the goods do not comply with SOGA. The contract may provide how many
days amount to a 'reasonable period'.
Aneela Akbar is a Paralegal and can be contacted at
aneela.akbar@lawdit.co.uk Lawdit Solicitors is a commercial law firm in
Southampton with associate offices in London, Malaga and Rome
About the Author
Lawdit
Solicitors offer services and advice for litigation,
commercial contracts, Intellectual Property and IT legal agreements. We
are experts in commercial law with a heavy emphasis on Intellectual
Property, Internet and e-commerce law. Lawdit is a member of the
International Trademark Association, the Solicitors' Association of
Higher Court Advocates and we are the appointed Solicitors to the
largest webdesign association in the world, the United Kingdom Website
Designers Association.
