Chapter- 7
Contract relating to Sale of Goods
4o. Contract relating to sale of goods :
(1) A contract relating to sale of goods shall be deemed to have been concluded . in case any seller agrees to hand over any goods to the buyer immediately or in the future by receiving a price. Explanation For the purpose of this chapter, the term ‘goods’ means any type of movable or immovable property except current used currency, security, or actionable claim .
(2) A contract relating to sale of goods may be conditional or unconditional.
(3) A contract may be concluded with a provision to sell goods owned or possessed by the seller or those to be produced or acquired by him/her in the future.
41. Contract relating to sale of goods to be void : In case a contract has been concluded to sell specific goods, and in case the goods have suffered any loss or damage at the time of or before concluding the contract and the seller had no knowledge thereon at the time of concluding the contract, the contract shall be void.
Explanation For the purpose of this Section, ‘Specific goods’ means the specific goods mentioned at the time of concluding the contract.
42. Determination of price of goods :
(1) Except when otherwise provided for in the contract, the price of goods shall be determined on the basis of the terms and conditions of the contract or according to the procedure agreed upon in the contract or in the process of transaction between the parties.
(2) In case the price of goods has been determined according to their weight and measurement, the price of goods shall be fixed on the basis of the net weight and measurement, except when otherwise provided for in the contract.
(3) In case the price of goods can not be determined under Sub- section (1) or (2), the buyer shall pay to the seller a reasonable price taking into account the concerned circumstances.
43. Price of goods to be paid : Except when otherwise provided for in the contract, the price of goods must be fully paid as follows in the following circumstances:
(a) A buyer shall pay to the seller the price of goods bought by him/her at the time of buying them.
(b) The price of goods shall be paid in cash.
(c) The contract shall be deemed to have been concluded with a provision to pay the price and. hand over the goods simultaneously. Explanation For the purpose of this Section, the term ‘cash’ includes cheques, traveler’s cheques, promissory notes, bills of exchange, letter of credit, bank draft, credit card and telegraphic transfers payable through bank.
44. Particulars of goods :
(1) In case the name, brand, trademark or specification of goods to be sold are mentioned in the contract, the contract shall be deemed to have been concluded to sell goods of the same name, brand, trade mark or specification.
(2) In case the name, brand, trademark or specification and sample goods to be sold have been mentioned, the bulk of those goods shall correspond not only to the sample but also to their name, brand, trademark or specification as mentioned in the contract.
45. Title to be deemed to the goods to be sold :
(1)Except when otherwise provided for in the contract, the seller shall be deemed to have or going to have title to the goods agreed to sell in the future. Goods agreed to sell in the future shall be considered to be or going to be free from anybody’s seizure, control or procession .
(2) Except when otherwise provided for in the contract, the seller shall be deemed to have the right to sell the goods sold or to be sold by him/her.
46. Goods to be deemed to be of merchantable quality :
(1) Except when otherwise provided for in the contract, goods sold or to be sold shall be deemed to be of merchantable quality.
(2) In case specific goods sold or to be sold for any specific purpose are suitable for that purpose, they shall be considered to be of merchantable quality. Provided that in case any defect in the goods has been mentioned in the contract itself, or in case the buyer had become aware of any defect before signing the contract or while inspecting the goods, those goods shall not be deemed to be of merchantable quality.
(3) In case the quality of specific goods has been mentioned in contract, those goods shall be deemed to be of the same quality. In case the quality of the goods is not mentioned in the contract, their quality shall be as of the current standard.
(4) Except when otherwise provided for in the contract, the seller shall not be deemed to have given a warranty to the effect that the goods sold or to be sold are of a specific quality.
47. Sale through samples:
(1) In case provisions have been made in a contract to sell goods after inspecting their samples directly or otherwise, it shall be deemed to have been signed to sell goods after inspecting their samples.
(2) In case a contract has been signed to sell goods after inspecting their sample, it shall be deemed to include the following conditions, except when otherwise provided for in the contract:
(a) The bulk of the goods shall correspond to the samples in quality.
(b) The buyer shall have, a reasonable opportunity to compare the quality of the bulk of the goods with the sample.
(c) The goods sold or to be sold shall be free from any defect, and that their merchantable quality shall be apparent while inspecting them at the time of comparing them with the sample.
48. Provisions concerning transfer of ownership of goods :
(1)In case a contract has been signed to sell specific or particular goods, their delivery shall be made as provided for in the contract, if any, and if not, according to
the conditions of the contract, the conduct of the parties, and the intention of the parties expressed through the concerned circumstances.
(2) Except when otherwise provided for in the contract, in case a contract has been signed in such a situation that specific goods can be delivered immediately, the parties shall be deemed to have the intention of delivering them after concluding the contract or paying their price.
(3) In case a contract has been signed in such a situation that specific goods can be delivered immediately, and in case the buyer has to weigh, measure and examine them or execute any function to determine their price, such goods shall not be delivered until such functions are executed and information thereof is supplied to the seller within a reasonable period.
(4) Except when otherwise provided for in the contract, a contract shall be deemed to have been made with a provisions to deliver the goods at the very place where they have been sold or are to be sold.
(5) Except when otherwise provided for in the contract, the title or ownership of the buyer shall be deemed to have been established on the goods from the very moment when they are delivered to him/her.
49. Risk to be borne :
(1) Except when otherwise provided for in the contract, the seller him/herself shall bear the risk of any loss or damage to the concerned goods until they are delivered to the buyer.
(2) In case there has been a delay in the delivery of goods due to any reason concerning the buyer or the seller, the party responsible for such delay shall bear the risk of loss or damage under Sub-section (1).
(3) In case the seller has agreed to deliver goods from the place of purchase to the place specified by the buyer, the seller him/herself shall bear the risk of any loss or damage to goods, except when otherwise provided for in the contract.
50. Buyer’s right to inspect goods : In case sold goods are delivered to the buyer; the buyer shall have a reasonable opportunity to examine and ascertain whether or not they, conform to the contract and he/she shall not be deemed to have accepted the goods until this is done.
51. Goods to be deemed delivered: The buyer shall be deemed to have received the goods in any of the following’ circumstances:
(a) In case the buyer or his/her representative receives the goods;
(b) In case a receipt or letter acknowledging the delivery of the goods is issued;
(c) In case the buyer inspects the goods and ascertains that they conform to the contract under Section 50, and accordingly keeps them in his/her stock;
(d) In case the goods reach the buyer and are retained by him/her, even if he does not send information about his/her refusal to accept them within a reasonable time limit,
(e) In case he/she does anything to prove his/her ownership of such goods.
52. Time-limit for delivering goods :
(1) In case the contract provides that gods to be delivered at any specified time or within any specified period, the seller must deliver the same to buyer at that very time or within that very period.
(2) Notwithstanding anything contained in Sub-section (1), in case the buyer accepts goods delivered by the seller before the time or period prescribed in the contract, or after the time of period prescribed in the contract, the seller shall be deemed to have delivered the goods.
53. Documents relating to sold goods to be handed over: Except when otherwise provided for in the contract, the ownership of goods shall not be deemed to have been transformed after sale until basic documents connected with their ownership or required for their use are handed over.
54. In the event of delivery of goods in a quality different from the
contracted quality:
(1) In case the seller delivers goods to the buyer in a quantity less than the quantity mentioned in the contract, the buyer may refuse to accept them. Provided that, in case the buyer accepts goods even in the quantity, he/she shall be required to pay the price of the quantity at the rate mentioned in the contract.
(2) In case the seller delivers goods to the buyer in a quantity higher than the quantity mentioned in the contract, the buyer might accept them only in the quantity mentioned in the contract, and reject the rest or the entire quantity. Provided that, in case the buyer accepts the entire quantity of goods so delivered, he/she shall be required to pay for them at the contract rate.
(3) In case the seller delivers to the buyer, he has contracted to sell mixed with goods of a description not included in the contract, the buyer may accept the goods mentioned in the contract and reject the rest, or reject the entire lot.
(4) Except when otherwise provided for in the contract, the buyer shall not be bound to accept delivery of goods in installments.
(5) Excepts when otherwise provided for in the contract, in case the buyer refuses to accept goods brought by the seller for delivery, the buyer shall not be bound to return them to the seller. Provided that the buyer shall inform the seller through the quickest possible means about his/her refusal along with the reasons thereof.
55. Special provisions concerning compensation : Notwithstanding anything contained elsewhere in this Act, action in respect to compensation for contract under this chapter shall be taken as follows:
(1) In case a buyer does not accept or refuses to accept or refuses to pay the price of goods after once signing a contract relating to sale of goods, the seller may, subject to the contract, claim compensation from the buyer in consideration of the buyer’s failure to accept or refusal to accept the goods.
(2) While determining compensation under Clause (a), in case goods not accepted or rejected by the buyer are available in the market, compensation shall be determined on the basis of the difference between the price of goods mentioned in the contract and the market or current price.
(3) In case the seller does not deliver or refuses to deliver goods according to the contract after signing a contract relating to sale of goods, the buyer may claim compensation from the seller in consideration of his/her failure to deliver the goods. While determining Compensation under Clause (c), in case the goods which the seller has refused or failed to deliver to the buyer are available in the market, compensation shall be determined on the basis of difference between the price of the goods mentioned in the contract and the market or current price