Part of a comprehensive analysis of the Sale of Goods Act 1979
All Parts in This Series
Key Provisions Governing Delivery of Goods under the Sale of Goods Act 1979
The Sale of Goods Act 1979 (the "Act") establishes a comprehensive legal framework regulating the delivery of goods in contracts of sale. This framework balances the interests of sellers and buyers by delineating their respective duties, rights, and liabilities. The provisions in Part 4 of the Act specifically address the obligations related to delivery, acceptance, and payment, ensuring clarity and fairness in commercial transactions.
Seller’s and Buyer’s Duties: Section 27 and Section 28
"It is the duty of the seller to deliver the goods, and of the buyer to accept and pay for them, in accordance with the terms of the contract of sale." — Section 27, Sale of Goods Act 1979
Verify Section 27 in source document →
Section 27 codifies the fundamental principle that the seller must deliver the goods as agreed, and the buyer must accept and pay for them accordingly. This provision exists to enforce the contractual obligations, ensuring that both parties perform their respective duties to complete the transaction.
"Unless otherwise agreed, delivery of the goods and payment of the price are concurrent conditions..." — Section 28, Sale of Goods Act 1979
Verify Section 28 in source document →
Section 28 establishes the default rule that delivery and payment are concurrent conditions, meaning neither party is obliged to perform their part until the other is ready to perform theirs. This provision protects both parties by preventing one from being forced to perform without reciprocal performance, thereby reducing the risk of breach.
Rules on Delivery: Place, Time, and Expenses – Section 29
"The seller must deliver the goods to the buyer at the place agreed upon, and if no place is agreed, at the seller’s place of business. The time of delivery must be within the time agreed or, if no time is fixed, within a reasonable time." — Section 29(1), Sale of Goods Act 1979
Verify Section 29 in source document →
Section 29 regulates the place and time of delivery, providing default rules where the contract is silent. This ensures predictability and fairness, preventing disputes over when and where delivery should occur.
"Where the goods are delivered to a carrier for transmission to the buyer, the seller must bear the expenses of delivery to the carrier, unless otherwise agreed." — Section 29(3), Sale of Goods Act 1979
Verify Section 29 in source document →
This subsection clarifies the allocation of delivery expenses, which is crucial in commercial transactions involving transportation. It prevents ambiguity about who bears the cost of delivery to the carrier, promoting transparency and fairness.
"Nothing in this section affects the operation of the issue or transfer of any document of title to goods." — Section 29(4), Sale of Goods Act 1979
Verify Section 29 in source document →
This provision preserves the operation of laws governing documents of title, such as bills of lading or warehouse receipts, which are essential in the transfer of ownership and possession in commercial trade. It ensures that delivery rules do not override these established mechanisms.
Delivery of Wrong Quantity and Buyer’s Rights – Section 30
"If the seller delivers a quantity of goods less than the contract requires, the buyer may reject the whole; if the quantity is greater, the buyer may accept the goods included in the contract and reject the rest." — Section 30, Sale of Goods Act 1979
Verify Section 30 in source document →
Section 30 protects buyers from receiving incorrect quantities, allowing them to reject non-conforming deliveries. This provision exists to uphold the contractual terms strictly and to prevent sellers from imposing unwanted goods on buyers.
Instalment Deliveries and Breaches – Section 31
"Where the contract is for delivery by instalments, the buyer may reject any instalment which is defective, but the buyer cannot reject the whole contract unless the defect substantially impairs the value of the whole contract." — Section 31, Sale of Goods Act 1979
Verify Section 31 in source document →
This provision addresses contracts involving multiple deliveries, balancing the buyer’s right to reject defective instalments with the need to maintain the overall contract. It prevents trivial defects from allowing wholesale rejection, thereby promoting commercial certainty.
Delivery to Carrier and Risk During Transit – Section 32
"Where the seller delivers the goods to a carrier for transmission to the buyer, the goods are at the buyer’s risk from the time of delivery to the carrier, unless otherwise agreed." — Section 32, Sale of Goods Act 1979
Verify Section 32 in source document →
Section 32 allocates risk during transit, shifting it to the buyer once the seller has delivered the goods to the carrier. This provision exists to clarify risk allocation in common commercial practices involving third-party carriers, reducing disputes over loss or damage during transportation.
Risk Where Goods Are Delivered at a Distant Place – Section 33
"Where the contract requires the seller to send the goods to the buyer at a distant place, the goods are at the seller’s risk until they reach that place, unless otherwise agreed." — Section 33, Sale of Goods Act 1979
Verify Section 33 in source document →
This section modifies the default risk rule in cases where the seller undertakes delivery to a distant location, placing the risk on the seller until the goods arrive. This protects buyers from bearing risk prematurely when they have not yet received the goods.
Buyer’s Right to Examine Goods – Section 34
"The buyer has a right to examine the goods for the purpose of ascertaining whether they are in conformity with the contract." — Section 34, Sale of Goods Act 1979
Verify Section 34 in source document →
Section 34 empowers buyers to inspect goods before acceptance, ensuring that they can verify conformity. This right exists to prevent buyers from being forced to accept defective or non-conforming goods unknowingly.
Conditions for Acceptance of Goods by Buyer – Section 35
"The buyer is deemed to have accepted the goods when, after a reasonable opportunity to examine them, he signifies acceptance or does any act inconsistent with the seller’s ownership." — Section 35(1), Sale of Goods Act 1979
Verify Section 35 in source document →
This provision defines when acceptance occurs, which is critical because acceptance affects the buyer’s rights to reject goods and claim remedies. It ensures that buyers cannot indefinitely delay acceptance or rejection, promoting finality in transactions.
Right of Partial Rejection – Section 35A
"Where the goods are delivered by instalments, and some instalments are affected by a breach, the buyer may reject those instalments without rejecting the whole contract." — Section 35A(1), Sale of Goods Act 1979
Verify Section 35A in source document →
Section 35A supplements Section 31 by explicitly recognizing the buyer’s right to partial rejection where only part of the delivery is defective. This provision exists to provide flexibility and fairness in instalment contracts.
"Goods are affected by a breach if by reason of the breach they are not in conformity with the contract." — Section 35A(3), Sale of Goods Act 1979
Verify Section 35A in source document →
This definition clarifies the scope of breach affecting goods, ensuring that the buyer’s rights to reject or claim remedies are triggered only when goods fail to meet contractual standards.
Buyer Not Bound to Return Rejected Goods – Section 36
"The buyer is not bound to return rejected goods unless the seller requests their return within a reasonable time." — Section 36, Sale of Goods Act 1979
Verify Section 36 in source document →
This provision protects buyers from the burden of returning goods unnecessarily, while still allowing sellers to reclaim rejected goods if they act promptly. It balances the interests of both parties in managing rejected goods.
Buyer’s Liability for Not Taking Delivery – Section 37
"When the seller is ready and willing to deliver the goods, and requests the buyer to take delivery, and the buyer does not within a reasonable time after such 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." — Section 37(1), Sale of Goods Act 1979
Verify Section 37 in source document →
Section 37 imposes liability on the buyer who unjustifiably refuses or neglects to take delivery, ensuring sellers are compensated for losses and costs incurred. This provision exists to prevent buyers from frustrating the contract by refusing delivery without cause.
"Nothing in this section affects the rights of the seller where the neglect or refusal of the buyer to take delivery amounts to a repudiation of the contract." — Section 37(2), Sale of Goods Act 1979
Verify Section 37 in source document →
This subsection preserves the seller’s right to treat the buyer’s refusal as repudiation, allowing for termination and damages. It ensures that serious breaches by the buyer are met with appropriate remedies.
Definitions Relevant to Delivery Provisions
"'Commercial unit' means a unit division of which would materially impair the value of the goods or the character of the unit." — Section 35(7), Sale of Goods Act 1979
Verify Section 35 in source document →
This definition is crucial in determining whether partial acceptance or rejection is permissible. It prevents buyers from unjustifiably dividing goods into smaller units to reject parts that are acceptable, thereby protecting sellers from unfair rejection.
"'Goods are affected by a breach if by reason of the breach they are not in conformity with the contract." — Section 35A(3), Sale of Goods Act 1979
Verify Section 35A in source document →
This clarifies the threshold for non-conformity, ensuring that only goods failing to meet contractual terms trigger the buyer’s rights to reject or claim remedies.
Cross-References to Other Legislation
"Paragraph 8 of the Schedule applies in relation to a contract made before 22 April 1967." — Section 35(8), Sale of Goods Act 1979
Verify Section 35 in source document →
This cross-reference indicates that certain transitional provisions or earlier legislative frameworks continue to apply to contracts predating the Act’s amendments, ensuring legal continuity.
"Nothing in this section affects the operation of the issue or transfer of any document of title to goods." — Section 29(4), Sale of Goods Act 1979
Verify Section 29 in source document →
This provision acknowledges the coexistence of the Act with laws governing documents of title, such as the Bills of Lading Act and the Warehouse Receipts Act, which are integral to commercial trade and the transfer of ownership and possession.
Conclusion
The delivery provisions under the Sale of Goods Act 1979 provide a detailed and balanced framework that governs the obligations and rights of sellers and buyers in contracts of sale. By clearly defining duties, risk allocation, rights to reject, and liabilities for non-performance, these provisions promote certainty, fairness, and efficiency in commercial transactions. Understanding these key sections is essential for parties engaging in the sale and purchase of goods to ensure compliance and protect their interests.
Sections Covered in This Analysis
- Section 27 – Duty of Seller and Buyer
- Section 28 – Concurrent Conditions of Delivery and Payment
- Section 29 – Rules about Delivery (Place, Time, Expenses)
- Section 30 – Delivery of Wrong Quantity and Buyer’s Rights
- Section 31 – Instalment Deliveries and Breaches
- Section 32 – Delivery to Carrier and Risk During Transit
- Section 33 – Risk Where Goods Delivered at Distant Place
- Section 34 – Buyer’s Right to Examine Goods
- Section 35 – Conditions for Acceptance of Goods
- Section 35A – Right of Partial Rejection and Definition of Breach
- Section 36 – Buyer Not Bound to Return Rejected Goods
- Section 37 – Buyer’s Liability for Not Taking Delivery
Source Documents
For the authoritative text, consult SSO.