The Sale of Goods Act is an Act to define and amend the law relating to the

sale of goods. It also governs the contracts relating to sale of goods. According
to Sec. 4 of the Sale of Goods Act, a contract of sale is a contract whereby the
seller transfers or agrees to transfer the property in goods to the buyer for a
price.

The contracts for sale of goods are subject to the general principles of the law
relating to contracts i.e. the Indian Contact Act. A contract for sale of goods has,
however, certain specific features such as, transfer of ownership of the goods,
delivery of goods rights and duties of the buyer and seller, remedies for breach
of contract, conditions and warranties implied under a contract for sale of goods.

Buyer is a person that who wants to buy something from seller and seller is a
person that sells out something that a buyer wants. A buyer is any person who
contracts to acquire an asset in return for some form of consideration.

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 Sale of Goods

Rights and Duties of the Seller

The rights and duties of a seller, under the Act, may be summarized as below:

RIGHT DUTIES

1. To reserve the right of disposal of the 1 To make the arrangement for transfer of
goods until certain conditions are fulfilled. property in the goods to the buyer.
( sec 25 (1)

2. To assume that the buyer has accepted 2. To ascertain and appropriate the goods to
the goods , where the buyer the contract of sale

(i) Conveys his acceptance;

(ii) Does an act adopting the sale; or
(iii) Retains the goods without giving a
notice of rejection, beyond the specified
date (or reasonable time), in a sale on
approval. (sec 24)

3. To deliver the goods only when applied 3. To pass an absolute and effective title to
for by the buyer ( sec 35) the goods, to the buyer.

4. To make delivery of the goods in 4. To deliver the goods in accordance with

installments, when so agreed ( sec 39 (1) the terms of the contract ( sec 31)

5. To exercise lien and retain possession of 5. To ensure that the goods supplied
 the goods, until payment of the price ( sec conform to the implied / express
47 (1) conditions and warranties.

6. To stop the goods in transit and resume 6. To put the goods in a deliverable state
possession of the goods, until payment of and to deliver the goods as and when
the price ( sec 49 (2) and 50 applied for by the buyer ( sec 35)

7 To resell the goods under certain 7 To deliver the goods within the time
circumstances ( sec 54) specified in the contract or within a
reasonable time and a reasonable hour.
[ sec 36 (2) and (4)]

8 To withhold delivery of the goods when 8 To bear all expenses of and incidental to
the property in the goods has not passed making a delivery ( i.e. upto the stage of
to the buyer (sec 46 (2) putting the goods into a deliverable sate 0
(sec 36 (5)

9 To sue the buyer for price when the 9 To deliver the goods in the agreed
property in the goods has passed to the quantity. (Sec. 37 (1).
buyer or when the price is payment on a
certain day, in terms of the contract, and
the buyer fails to make the payment (sec
55)

10 To deliver the goods in installments only

when so desired by the buyer. (Sec 38
(1))

11 To arrange for insurance of the goods

while they are in transmission or custody
of the carrier. (Sec. 39 (2).

12 To inform the buyer in time, when the

goods are sent by a sea route, so that he
may get the goods insured [Sec. 39 (3) ]

Rights and Duties of The Buyer

RIGHTS

1. To have delivery of the goods as per contract. (Sec. 31 & 32)

2. To reject the goods when they are not of the description, quality or quantity as
specified in the contract (Sec 37).

3. To repudiate the contract when goods are delivered in installments without

any agreement to that effects [ Sec. 38 (1)]

4. To be informed by the seller, when the goods are to be sent by sea route, so
that he may arrange for their insurance [Sec 39 (30)]

5. To have a reasonable opportunity to examine the goods for ascertaining

whether they are in conformity with the contract. (Sec. 41)

6. To sue the seller for recovery of the price, if already paid, when the seller fails
to deliver the goods.

7. To sue the seller for damages if the seller wrongfully neglects or refuses to
deliver the gods to the buyer ( Sec 57)

8. To sue the seller for specific performance

9. To sue the seller for damages for breach of a warranty or for breach of a
condition treated as breach of a warranty ( Sec 59)

10. To sue the seller the damages for anticipatory breach of contract ( Sec 60)
11. To sue the seller for interest where there is a breach of contract on the part of
the seller and price has to be refunded to the buyer ( Sec 61)

DUTIES

1. To accept the delivery of goods, when the seller is willing to make the delivery
as per the contract (Sec. 31)

2. To pay the price in exchange for possession of the goods

3. To apply for delivery of the goods. (Sec. 35)

4. To demand delivery of the goods at a reasonable hour [Sec 36 (4)]

5. To accept delivery of the goods in installments and pay for them, in

accordance with the contract. [(Sec. 38 (2)]

6. To bear the risk of deterioration in the course of transit, when the goods are to
be delivered at a place other than where they are sold ( Sec 40)

7. To inform the seller in case the buyer refuses to accept or rejects the goods
( Sec 43)

8. To take the delivery of the goods within a reasonable time after the seller
tenders the delivery (Sec. 44)
9. To pay the price, where the property in the goods are passed to the buyer, in
accordance with the terms of the contract ( Sec 55)

10. To pay damages for non-acceptance of goods ( Sec 56)

Rights and Duties of The Seller

RIGHTS

1. To reserve the right of disposal of the goods until certain conditions are
fulfilled. ( Sec 25 (1)]

2. To assume that the buyer has accepted the goods , where the buyer

3. To deliver the goods only when applied for by the buyer ( Sec 35)

i) Conveys his acceptance;

ii) Does an act adopting the sale; or

iii) Retains the goods without giving a notice of rejection, beyond

specified date (or reasonable time), in a sale on approval. (Sec 24)

4. To make delivery of the goods in installments, when so agreed (Sec 39 (1)]

5. To exercise lien and retain possession of the goods, until payment of the price
( Sec 47 (1)]

6. To stop the goods in transit and resume possession of the goods, until
payment of the price ( Sec 49 (2) and 50]

7. To resell the goods under certain circumstances ( Sec 54)

8. To withhold delivery of the goods when the property in the goods has not
passed to the buyer (Sec 46 (2)]

9. To sue the buyer for price when the property in the goods has passed to the
buyer or when the price is payment on a certain day, in terms of the contract,
and the buyer fails to make the payment (Sec 55)

DUTIES

1. To make the arrangement for transfer of property in the goods to the buyer.

2. To ascertain and appropriate the goods to the contract of sale

3. To pass an absolute and effective title to the goods, to the buyer.

4. To deliver the goods in accordance with the terms of the contract ( Sec 31)
5. To ensure that the goods supplied conform to the implied / express conditions
and warranties.

6. To put the goods in a deliverable state and to deliver the goods as and when
applied for by the buyer ( Sec 35)

7. To deliver the goods within the time specified in the contract or within a
reasonable time and a reasonable hour. [ Sec 36 (2) and (4)]

8. To bear all expenses of and incidental to making a delivery ( i.e. up to the

stage of putting the goods into a deliverable sate [Sec 36 (5)]

9. To deliver the goods in the agreed quantity. (Sec. 37 (1)]

10. To deliver the goods in installments only when so desired by the buyer. [Sec
38 (1)]

11. To arrange for insurance of the goods while they are in transmission or
custody of the carrier. [Sec. 39 (2)]

12. To arrange for insurance of the goods while they are in transmission or
custody of the carrier. [Sec. 39 (2)]

When someone gets characterized by their role as a buyer of certain assets, the
term "buyer" gets new meaning. For example, a "buyer" is a person who
purchases finished goods, typically for resale, for a firm, government, or
organization. (A person who purchases material used to make goods is
sometimes called a purchasing agent.)

In product management, the buyer is the entity that decides to obtain the
product. A buyer's primary responsibility is obtaining the highest quality goods at
the lowest cost. This usually requires research, writing requests for bids,
proposals or quotes, and evaluating information received.

The various duties owed by the buyer and seller in the international
sale of goods

Obligations of a seller to a buyer in international sales transactions are as follows

To deliver goods of the quality and quantity required. The seller must deliver
goods to the port of shipment in the manner specified in the sales contract.

To hand cover the documents relatoing to the goods. Documents of tittel

including the bill of landing must be handed over to the buyer.

To trranfer propert in the goods; the seller must always have capacity to transfer
the property in the gooods. This also included transfer of title.

To deliver the goods which are free from any encumbrances. Goods supplied to
the buyer must be free from third party claims or undisclosed interest unless the
buyer has agreed to take delivery of the goods subjected to those
encumbrances.

Obligations of a buyer are;

To pay the price; the price is the consideration in an international contract. A

contract without consideration is not enforceable. It is the buyers duty to pay
the price in accordance with the terms of the contract.

To take delivery of goods; one of the fundamental duties between a buyer and
seller in a contract for the sale of goods is that the seller has a duty to deliver
the goods and the buyer has a duty to accept the goods in accordance with the
terms of the contract.

To check for exclusions and reservation clauses; A buyer should also be

aware and look out for exclusion clauses drafted by the seller in a contract in
order to reduce liability for losses caused by him.

The buyer must take all steps and comply with required formalities
under the contract or any applicable laws and regulations to enable payment
to be made. Otherwise the buyer is in breach of contract so that the seller may
seek such remedies as provided in Articles 61 - 65 CISG.
Buyer must make payments in legal form and in the relevant currency.
Whenever doubt arises, payment is to be made in the legal currency in use at
the seat of buyer's business.

Buyer must make payments at the proper time. Determinative is the timely
receipt of payment at the place of payment. Unless other circumstances for the
due date of payment are obvious, payment must be made as soon as the goods
or the documents relating to the goods have been made available to buyer