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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.



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Article Published/Sorted/Amended on Scopulus 2011-10-18 16:31:13 in Legal Articles

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