Sale of Goods and Supply of Services Act, 2017, 2017

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Short title: 

Sale of Goods and Supply of Services Act, 2017

Date of assent: 

19 December 2017

Date of promulgation: 

2 January 2017

Date of commencement: 

8 January 2018

Download Original File: 

In force: 

Yes

TI{E REPUBLIC OF UGA},IDA
THE SALE OF GOODS AND SUPPLY OF SERVICES
ACT, 2017.
2 ? DEC 2017 *
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THE R"EPUBLIC OT UGA}.IDA
I srcNIEv my assent to the bill.
'a
President
Date of ass"n,, ...2.9h q I
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Act Sale of Goods and Supply of Services Act 2017
THE SALE OF GOODS AND SUPPLY OF SERVICES ACT,2OI7
ARRANGEMENT OF SECTIONS
Section
Penr I-PnpLTMINARY
1. Interpretation.
Penr II-FoRMATIoN or CoNrnecr or
Sare ANo Supprv or SsnvtcEs
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
t2.
13.
t4.
15.
t6.
Sale and agreement to sell goods.
Contract for the supply ofservices.
Capacity to contract.
Making a contract of sale or supply of services.
Existing or future goods.
Goods which have perished.
Goods perishing after agreement to sell.
Ascertainment of price.
Agreement to sell at valuation.
Stipulations as to time.
When condition to be treated as warranty.
Implied terms as to title.
Sale by description.
Implied undertaking as to quality and fitness for purpose.
Implied term as to quality of materials used in a contract for the
supply ofservices.
Sale by sample.
Implied terms as to care and skill in supply of services contract.
Express terms not negative implied terms under this Act.
Modification of remedies for breach of condition in certain
cases.
21. Infringement of warranty.
Penr III-EFFECTS or CoNrRacr or Sars
t7.
18.
19.
20.
22
23
Property in unascertained goods.
Undivided shares in goods forming part of a bulk.
Act
Section
Sale of Goods and Supply of Services Act 2017
24. Presumption of consent by co-owner to dealings in bulk goods.
25. Property in specific or ascertained goods passes when intended
to pass.
26. Rules for ascertaining intention as to time when property passes.
27. Risk prima facie passes with property.
28. Reservation of right of disposal.
29. Sale by person not the owner.
30. Sale under voidable title.
31. Effect of theft or fraud on title of owner of converted goods.
32. Effect of warrant of attachment or execution.
33. Seller or buyer in possession after sale.
Penr IV-PERFoRMANCS or CoNrnecr or Sals
eNo Supprv or SBRvtcrs
34. Duties of seller and buyer.
35. Payment and delivery are conculrent conditions.
36. Rules as to delivery.
37. Delivery of wrong quantity or description.
38. Partial rejection ofgoods.
39. Delivery by instalments.
40. Delivery to carrier.
41. Risk where goods are delivered elsewhere than at place of sale.
42. Buyer's right of examining the goods.
43. Acceptance.
44. Buyer not bound to return rejected goods.
45. Liability of buyer for neglecting or refusing to take delivery of
goods.
46. Implied term as to time for performance of services.
Penr V-fuGHTS oF BuvsR IN RESPECT oF DAMAGEo Gooos
47. Right to repair or replace goods.
48. Right to reduce purchase price or rescind contract.
49. Relation to other remedies.
Act
Section
Sale of Goods and Supply of Services Act 2017
Pmr VI-RIcHTS oF Uxplm SBUeR Ac.q.rNsr rsr Gooos
50. Unpaid seller defined.
51. Rights of unpaid seller.
52. Unpaid seller's lien.
53. Lien after part delivery.
54. Termination of lien.
55. Right of stoppage in transit.
56. Duration of transit.
57 . Mode of stopping goods in transit.
58. Effect of sub-sale or pledge by buyer.
59. Sale not generally rescinded by lien or stopping goods in transit.
Panr VII-AcrroNS Fon Bnpecs on CoNtnecr or
Sam eNo Supprv or SBRvrcrs
60. Action for the pnce.
61. Action for non-acceptance.
62. Action for non-delivery of goods or failure to supply services.
63. Right to specific performance.
64. Remedy for breach of warranty.
65. Incidental and consequential damages.
66. Interest and special damages.
Panr VII-MrscELLANEous
67. Variation of implied rights.
68. Reasonable time.
69. Rights enforceable by action.
70. Auction sales.
71. Power of Minister to amend Schedule.
72. Repeal.
73. Savings.
Act Sale of Goods and Supply of Services Act 2017
TT-IE REPUBLIC OF UGTdNDA
THE SALE OF GOODS AND SUPPLY OF SERVICES
ACT,2017.
An Act to provide for the formation, effect, obligations and
performance of contracts for the sale of goods and supply of
servicesl to provide for remedies of the parties under those
contractsq to provide for consumer protection; and for related
matters.
DerB or AssrNr:
Date of Commencement:
Bn rr rNacrEn by Parliament as follows:
Panr I-PnBLIMINARY
Interpretation.
(1) In this Act, unless the context otherwise requires-
"action" includes a counter-claim and a set-off;
"ascertained goods" means goods which have become identified
subsequent to the formation of the contract;
"bill of lading" means a receipt for goods delivered to and
received by a ship, evidencing the terms of the contract
under which the goods are delivered and received, and
signed by the person who has contracted to carry them, or
his or her agent;
I
Act Sale of Goods and Supply of Services Act 2017
'obulk" means a mass or collection of goods of the same kind
which-
(a) is contained in a defined space or area; and
(b) is such that any goods in the bulk are interchangeable
with any other goods of the same number or quantity;
"buyer" means a person who buys or agrees to buy goods or who
procures or agrees to procure services;
"computer software" means-
(a) computer programs that comprise a series of
instructions, rules, routines, or statements, regardless
of the media in which recorded, that allow or cause a
computer to perform a specific operation or series of
operations; and
(b) recorded information comprising source code listings,
design details, algorithms, processes, flow charts,
formulas, and related material that would enable the
computer program to be produced, created, or
compiled;
"condition" means an agreement with reference to goods which
are the subject of a contract of sale, but collateral to the
main purpose of such a contract, the breach of which gives
rise to a right to reject the goods and treat the contract as
repudiated;
"consumer" means a person who purchases goods or services for
final use or ownership rather than for resale or use in
production;
"contract of sale" includes an agreement to sell as well as a sale;
"currency point" has the value assigned to it in the Schedule;
"data message" means data generated, sent, received or stored
by computer means and includesAcc
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(a) voice, where the voice is used in an automated
transaction; or
(b) a stored record;
"delivery" means voluntary transfer of possession from one
person to another and includes an appropriation of goods to
the contract that results in property in the goods being
transferred to the buyer;
"document of title to goods" includes any bill of lading, dock
warrant, warehouse-keeper's certificate, warrant or order
for the delivery of goods, and any other document used in
the ordinary course ofbusiness as proofofthe possession
or control of goods, or authorising or purporting to
authorise, either by endorsement or by delivery the
possessor of the document to transfer or receive goods
represented by it;
"future goods" means goods to be manufactured or acquired by
the seller after the making of the contract of sale;
"goods" includes-
(a) all things and personal chattels, including specially
manufactured goods, which are movable at the time
of identification to the contract of sale other than the
money representing the price, investment securities
and things in action;
(b) emblements, growing crops, unborn young of
animals and things attached to or forming part of the
land which are agreed to be severed before sale or
under the contract ofsale;
(c) computer software; and
Act Sale of Goods and Supply of Services Act
(d) undivided share in goods held in common;
2017
"intellectual property rights" includes industrial property rights,
trade marks, copyright, geographical indications;
"Minister" means the minister responsible for trade;
"property" means the general property in goods, and not merely
a special property;
"sale" includes a bargain and sale as well as a sale and delivery;
"seller" means a person who sells or agrees to sell goods;
"services" means any service or facility provided for gain or
reward or otherwise than free of charge, including services
or facilities for-
(a) banking, insurance, grants, loans, credit or financing;
(b) amusement, cultural activities, entertainment,
instruction, recreation or refreshment;
(c) accommodation, transport, travel, parking or storage;
(d) the care of persons, animals or things;
(e) membership in a club or organization or any service
or facility provided by the club or organization,; and
(f) any rights, benefits, privileges, obligations or
facilities that are or are to be provided, granted or
conferred in the course ofservices;
but does not include services provided under a contract of
employment;
"specially manufacfured goods" means goods manufactured
according to specifications set out in a contract or other
agreement;
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"specific goods" means goods and percentages of goods
identified and agreed upon by the parties at the time a
contract of sale is made and includes undivided shares in
specific goods held in common;
"supplier" means a person who supplies or agrees to supply
services;
'hnascertained goods" means goods not identified and agreed
upon at the time the contract is made;
"warrao\1r" means an agreement with reference to goods which
are the subject of a contract of sale, but collateral to the
main purpose of that contract, the breach of which gives
rise to a claim for damages, but not to a right to reject the
goods and treat the contract as repudiated.
(2) A thing is done "in good faith" within the meaning of this
Act when it is in fact done honestly, whether or not it is done
negligently.
(3) In determining whether a person is insolvent within the
meaning of this Act, reference shall be made to the Insolvency Act,
20tt.
(4) Goods are in a "deliverable state" within the meaning of this
Act when they are in such a state that the buyer would, under the
contract, be bound to take delivery of them.
Parr II-FoRMATIoN or CoNTIRACT oF Sere axo Supprv or SpRvtcns
Contract of sale and supply of serttices
2. Sale and agreement to sell goods.
(1) A contract of sale of goods is a contract by which the seller
transfers or agrees to transfer the property in the goods to the buyer
for a money consideration, called the price.
Act Sale of Goods and Supply of Services Act 2017
(2) There may be a contract of sale between one part owner and
another.
(3) A contract of sale may be absolute or conditional.
(4) Where, under a contract of sale, the property in the goods is
transferred from the seller to the buyer, the contract is called a sale.
(5) Where the transfer of the property in the goods is to take
place at a future time or subject to conditions to be fulfilled after the
making of the contract, the contract is called an agreement to sell.
(6) An agreement to sell becomes a sale when the time elapses,
or the conditions are fulfilled subject to which the property in the
goods is to be transferred.
3. Contract for the supply of services.
(1) A contract for the supply of services means a contract where
(a) transferred or are to be transferred; or
(b) bailed or are to be bailed by way of hire, under the contract,
regardless of the nature of the consideration for which the
service is to be carried out.
(2) Notwithstanding subsection (1), a contract of service or
apprenticeship is not a contract for the supply of services.
4. Capacity to contract.
(1) A person has capacity to buy and sell goods or supply
services where that person is-
(a) eighteen years or above;
(b) of sound mind; and
(c) not disqualified from contracting by any law.
Act Sale of Goods and Supply of Services Act 2017
(2) Notwithstanding this section, a person of sixteen years or
above has the capacity to contract as provided under article 34 (4) and
(5) of the Constitution.
(3) Where necessaries are sold and delivered to a person under
eighteen years, or to a person who, by reason of mental incapacity or
drunkenness is incompetent to enter into a contract, he or she must
pay a reasonable price for the necessaries.
(a) In this sectiop, "necessaries" means goods or services
suitable to the condition in life of a person under eighteen or other
person, and to his or her actual requirements at the time of the sale
and delivery.
Formalities of a contract
5. Making a contract of sale or supply of services.
(1) A contract of sale or supply of services may be made in
writing, or by word of mouth, or partly in writing and partly by word
of mouth, or in the form of a data message, or may be implied from
the conduct of the parties.
(2) This section shall not affect a contract entered into under any
other law requiring a contract to be made in a specific manner.
Subject matter of a contract
6. Existing or future goods.
(1) The goods which form the subject of a contract of sale may
be existing goods owned or possessed by the seller, or goods to be
manufactured or acquired by the seller after the making of the
contract of sale, in this Act called "fufure goods".
(2) A contract for sale of goods may be made where, the
acquisition of such goods by the seller depends upon a contingency
which may or may not happen.
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(3) Where the seller in a contract of sale of goods or supplier in
a contract for the supply of services purports to effect a present sale
of future goods or to supply future services, the contract operates as
an agreement to sell the goods or supply of services.
(4) A contract for the supply of services may be made where, the
acquisition of such service by the supplier depends upon a
contingency which may or may not happen.
7. Goods which have perished.
Where there is a contract for the sale of specific goods, and the goods,
without the knowledge of the seller have perished at the time when
the contract is entered into, the contract is void.
8. Goods perishing after agreement to sell.
Where there is an agreement to sell specific goods, and subsequently
the goods, without any fault on the part of the seller or buyer, perish
before the risk passes to the buyer, the agreement is void.
The price
9. Ascertainment of price.
(1) The price in a contract of sale of goods or supply of services
may be fixed by the contract, or may be left to be determined in a
manner agreed by the contract, or may be determined by the course
of dealing between the parties.
(2) Where the price is not determined in accordance with
subsection (1), the buyer shall pay a reasonable price.
(3) For the purposes of this section, reasonable price is a
question of fact dependent on the circumstances of each case and may
include a consideration of the prevailing market price.
10. Agreement to sell goods or supply services at valuation.
(1) Where there is an agreement to sell goods on the terms that
the price is to be fixed by the valuation of a third party and the third
party cannot or does not make the valuation, the agreement is
voidable except that if the goods or any part of them have been
delivered to and appropriated by the buyer he or she shall pay a
reasonable price for the appropriated goods.
Act Sale of Goods and Supply of Services Act 2017
(2) Where there is an agreement for the supply of services on the
terms that the price is to be fixed by the valuation of a third party and
the third party cannot or does not make the valuation, the agreement
is voidable except that if the service is partially performed, the buyer
shall pay a reasonable price for the service.
(3) Where a third party is prevented from making the valuation
by the fault of any party to a contract, the party who is not at fault may
bring an action for damages against the party at fault.
Conditions and warranties
11. Stipulations as to time.
(1) Unless a contrary intention appears from the terms of the
contract, stipulations as to time of payment are not taken to be of the
essence ofa contract ofsale or supply ofservices.
(2) Whether any other stipulation as to time is of the essence of
the contract depends on the terms of the contract.
(3) Where, under a contract for the supply of services by a
supplier acting in the course of business, the time for the services to
be carried out is not fixed by the contract, but is left to be fixed in a
manner agreed by the contract or determined by the course of dealing
between the parties, there is an implied term that the supplier will
carry out the service within a reasonable time, and what is a
reasonable time is a question of fact.
12. When condition to be treated as warranty.
(l) Where a contract of sale or supply of a service is subject to
any condition to be fulfilled by the seller or supplier, the buyer may
waive the condition, or may elect to treat the breach of that condition
as a breach of warranty, and not as a ground for treating the contract
as repudiated.
t
Act Sale of Goods and Supply of Services Act 2017
(2) Whether a stipulation in a contract of sale or supply of
services is a condition, the breach of which may give rise to a right to
treat the contract as repudiated, or as a warranty, the breach of which
may give rise to a claim for damages but not to a right to reject the
goods or services and treat the contract as repudiated, depends in each
case on the construction of the contract.
(3) A stipulation may be a condition, whether or not it is called
a warranty in the contract.
(4) Where a contract of sale or supply of services is-
(a) not severable and the buyer has accepted the goods or
services or part ofthe goods or services; or
(b) for specific goods, the property in which has passed to the
buyer,
the breach of any condition to be fulfilled by the seller or supplier
shall only be treated as a breach of warranty and not as a ground for
rejecting the goods or services and treating the contract as repudiated,
unless there is a term of the contract, express or implied, to the effect
that the goods or services may be rejected and the contract treated as
repudiated.
(5) This section shall not affect any condition or warranty, the
fulfilment of which is excused by law by reason of impossibility or
otherwise.
13. Implied terms as to title.
(1) In a contract of sale, other than one to which subsection (3)
applies, there is an implied term on the part of the seller that in the
case ofa sale, he or she has a right to sell the goods, and in the case
of an agreement to sell he or she will have such a right at the time
when the property is to pass.
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(2) In a contract of sale, other than one to which subsection (3)
applies, there is also an implied term that-
(a) the goods are free, and will remain free until the time when
the property is to pass, from any charge or encumbrance not
disclosed or known to the buyer before the contract is
made; and
(b) the buyer will enjoy quiet possession of the goods except so
far as it may be disturbed by the owner or other person
entitled to the benefit of any charge or encumbrance so
disclosed or known to the buyer.
(3) Subsection (1) shall not apply to a contract of sale in the case
of which there appears from the contract or there is to be inferred
from its circumstances an intention that the seller should transfer only
such title as he or she or a third party may have.
(a) In a contract to which subsection (3) applies, there is an
implied term that the goods shall be free from any charge or
encumbrance in favour of any third party, not declared or known to
the buyer before or at the time when the contract is made.
(5) In a contract to which subsection (3) applies, there is an
implied term that none of the following will disturb the buyer's quiet
possession of the goods-
(a) the seller;
(b) in a case where the parties to the contract intend that the
seller should transfer only such title as a third party may
have, that third person; or
(c) any one claiming through or under the seller or a third
person otherwise than under a charge or encumbrance
disclosed or known to the buyer before the contract is
made.
Act Sale of Goods and Supply of Services Act 2017
14. Sale by description.
(1) Where there is a contract for the sale of goods by description,
there is an implied condition that the goods shall correspond with the
description.
(2) Where the sale is by sample, as well as by description, it is
not sufficient that the bulk of the goods correspond with the sample if
the goods do not also correspond with the description.
(3) A sale of goods is not prevented from being a sale by
description by reason only that, the goods being exposed for sale are
selected by the buyer.
(a) This section applies to sales to consumers as well as sales to
persons who are not consumers.
15. Implied undertaking as to quality and fitness for purpose.
(1) Subject to this Act or any other law, there is no implied
warranty or condition as to the quality or fitness for any particular
purpose ofgoods supplied under a contract ofsale.
(2) There is an implied condition that the goods supplied under
a contract are reasonably fit for that purpose, where-
(a) the seller sells goods of a description which it is in the
course of the seller's business to supply; and
(b) the buyer expressly or by implication makes known to the
seller the particular purpose for which the goods are
required so as to show that the buyer relies on the skill or
judgement of the seller, whether the seller is the
manufacturer or not,
unless the circumstances show that the buyer in fact does not rely, or
that it is unreasonable for the buyer to rely on the seller's skill and
judgement.
Act Sale of Goods and Supply of Services Act 2017
(3) Where the seller sells goods in the course of business, there
is an implied condition that the goods supplied under the contract are
of satisfactory quality.
(4) Subsection (3) does not apply to any matter which makes the
quality of the goods unsatisfactory-
(a) which is specifically brought to the attention of the buyer
before the contract is made;
(b) where the buyer examines the goods before the contract is
made, which that examination ought to reveal; or
(c) in the case of a contract for sale by sample, which would
have been apparent on a reasonable examination of the
sample.
(5) For the purposes of this Act, goods are of satisfactory qualtty
if they meet the standards that a reasonable person would regard as
satisfactory taking into account any description of the goods, the
price and all the other relevant circumstances.
(6) For the purposes of this Act, the quality of goods includes-
(a) their state, condition, appearance and finish;
(b) their fitness for all the purposes for which goods of the kind
in question are commonly supplied;
(c) safety; and
(d) durability.
(7) A warranty or condition as to quality or fitness for a
particular purpose may be implied in a contract by the usage of trade
or custom.
Act Sale of Goods and Supply of Services Act 2017
16. Implied term as to quality of materials used in a contract for
the supply of services.
Where materials are used under a contract for the supply of services,
there is an implied term that the materials will be sound and
reasonably fit for the purpose for which they are required.
Sale by sample
17. Sale by sample.
(l) A contract of sale is a sale by sample where there is a term
in the contract, express or implied, to the effect that the contract is a
sale by sample.
(2) In the case of a contract for sale by sample, there is an
implied condition that-
(a) the quality of the bulk shall correspond with the quality of
the sample;
(b) the buyer shall have a reasonable opportunity of comparing
the bulk with the sample; and
(c) the goods shall be free from any defect, rendering their
quality unsatisfactory which would not be apparent on
reasonable examination of the sample.
18. Implied terms as to care and skill in supply of services
contract.
In a contract for the supply of services where the supplier is acting in
the course of business, there is an implied term that the supplier will
carry out the services with reasonable care and skill.
19. Express terms not negative implied terms under this Act.
An express warranty or condition shall not replace a warranty or
condition implied by this Act.
{
Act Sale of Goods and Supply of Services Act 2017
20. Modification of remedies for breach of condition in certain
cases.
(l) Where, in the case of a contract of sale, the buyer is not a
consumer with the right to reject the goods by reason of a breach on
the part of the seller of a condition implied by this Act, but the breach
is so minor that it would not be reasonable for the buyer to reject the
goods, the breach shall be treated as a breach of a warranty.
(2) It is for the seller to show under subsection (l) that a breach
is so minor that it would not be reasonable for the buyer to reject the
goods.
(3) This section applies to all contracts of sale except where
parties expressly indicate a contrary intention, or a contrary intention
is implied from the contract.
21. Infringement of warranty.
Unless otherwise agreed, where a seller who is a merchant ordinarily
dealing in goods of the kind warrants that the goods shall be delivered
free from any rightful claim of any third party by way of infringement
of intellectual property rights, a buyer who furnishes specifications to
the seller shall free the seller from any such claim which arises out of
compliance with the specifications.
Panr III-EFFECTS or CoNrnacr oF SALE
Passing of property between seller and buyer
22. Property in unascertained goods.
Where there is a contract for the sale ofunascertained goods, property
in the goods shall not pass to the buyer until the goods are
ascertained.
23. Undivided shares in goods forming part of a bulk.
(1) This section applies to a contract forthe sale of a specified
quantity of unascertained goods where the following conditions are
I
Act
met-
(a)
(b)
Sale of Goods and Supply of Services Act 2017
the goods or any of them form part of a bulk which is
identified in the contract or by subsequent agreement
between the parties; and
the buyer has paid the price for some or all of the goods
which are the subject of the contract and which form part of
the bulk.
(2) Where this section applies, unless the parties agree
otherwise, as soon as the conditions specified in subsection (1) are
met, or at such later time as the parties may agree-
(a) property in an undivided share in the bulk shall pass to the
buyer; and
(b) the buyer shall become an owner in common of the bulk.
(3) Subject to subsection (4), for the purposes of this section, the
undivided share of a buyer in a bulk at any time shall be such shares
as the quantity of goods paid for and due to the buyer out of the bulk
bears to the quantity of goods in the bulk at that time.
(4) Where the total of the undivided shares of buyers in a bulk
determined under subsection (3) would, at any time exceed the whole
of the bulk at that time, the undivided share in the bulk of each buyer
shall be reduced proportionately so that the total of the undivided
shares is equal to the whole bulk.
(5) For the purposes of this section-
(a) where a buyer has paid the price for only some of the goods
due to him or her out of a bulk, any delivery to the buyer
out of the bulk shall be ascribed in the first place to the
goods in respect of which payment has been made; and
(b) payment of part of the price for any goods shall be treated
{
r,
Act Sale of Goods and Supply of Services Act 2017
as payment for a corresponding part of the goods.
24. Presumption of consent by co-owner to dealings in bulk
goods.
(1) A person who has become an owner in common of a bulk by
virhre of section 23 shall be taken to have consented to-
(a) any delivery of goods out of the bulk to any other owner in
common of the bulk, being goods which are due to him or
her under his or her contract; or
(b) any dealing with or removal, delivery or disposal of goods
in the bulk by any otherperson who is an owner in common
of the bulk in so far as the goods fall within that co-owner's
undivided share in the bulk at the time of the dealing,
removal, delivery or disposal.
(2) A person has no right of action against another person who
has acted in accordance with subsection (1) in reliance on any consent
taken to have been given under that subsection.
(3) This section and section 23 shall not-
(a) impose an obligation on a buyer of goods out of a bulk to
compensate any other buyer of goods out of that bulk for
any shortfall in the goods received by that other buyer;
(b) affect any contractual arrangement between buyers of
goods out of a bulk for adjustments between themselves; or
(c) affect the rights of any buyer under his or her contract.
25. Property in specific or ascertained goods passes when
intended to pass.
(1) Where there is a contract for the sale of specific or
ascertained goods, the property in the goods passes to the buyer at
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Act Sale of Goods and Supply of Services Act 2017
such time as the parties to the contract intend it to pass.
(2) For the purpose of ascertaining the intention of the parties
regard shall be had to the terms of the contract, the conduct of the
parties and the circumstances of the case.
26. Rules for ascertaining intention as to time when property
passes.
Unless a contrary intention appears, the following are the rules for
ascertaining the intention of the parties as to the time at which the
property in the goods is to pass to the buyer-
(a) where there is an unconditional contract for the sale of
specific goods in a deliverable state, the property in the
goods passes to the buyer when the contract is made, and it
is immaterial whether the time of payment or the time of
delivery or both are postponed;
(b) where there is a contract for the sale of specific goods and
the seller is bound to do something to the goods, for the
purpose of putting them into a deliverable state, the
property shall not pass until that thing is done, and the
buyer has notice of it;
(c) where there is a contract for the sale of specific goods in a
deliverable state, but the seller is bound to weigh, measure,
test or do some other act or thing with reference to the
goods for the purpose of ascertaining the price, the property
does not pass until that act or thing is done, and the buyer
has notice of it'
(d) when goods are delivered to the buyer on approval or "on
sale or return" or other similar terms, the property in the
goods shall pass to the buyer-
(i) when he or she signifies his or her approval or
acceptance to the seller or does any other act adopting
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Sale of Goods ond Supply of Services Act 2017
the transaction; or
(iD if he or she does not signifu his or her approval or
acceptance to the seller but retains the goods without
giving notice of rejection, then, if a time has been
fixed for the return of the goods, on the expiration of
that time, and if no time has been fixed, on the
expiration of a reasonable time;
where there is a contract for the sale of unascertained or
future goods by description, and goods of that description,
and in a deliverable state, are unconditionally appropriated
to the contract, either by the seller with the assent of the
buyer, or by the buyer with the assent of the seller, the
property in the goods passes to the buyer and any such
assent may be express or implied and may be given before
or after the appropriation is made;
where, under the contract, the seller delivers the goods to
the buyer or to a carrier or other bailee whether named by
the buyer or not, for the purpose of transmission to the
buyer, and does not reserve the right ofdisposal, he or she
is taken to have unconditionally appropriated the goods to
the contract;
where there is a contract for the sale of a specified quantity
of unascertained goods in a deliverable state forming part
of a bulk which is identified in the contract or by
subsequent agreement between the parties and the bulk is
reduced to, less than that quantity, if the buyer under that
contract is the only buyer to whom goods are due out of the
bulk,- the remaining goods shall be taken as appropriated to
that contract at the time when the bulk is reduced and the
property in those goods shall pass to that buyer;
paragraph (g) applies also, with necessary modifications
where a bulk is reduced to, or to less than the total of the
quantities due to a single buyer under separate contracts
relating to that single buyer and he or she is the only one to
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Act Sale of Goods and Supply of Services Act 2017
whom goods are then due out of that bulk.
27. Risk prima facie passes with property.
(1) Unless otherwise agreed, the goods remain at the seller's risk
until the property in the goods is transferred to the buyer.
(2) Where the property in the goods is transferred to the buyer
under subsection (1), the goods are at the buyer's risk whether
delivery has been made or not.
(3) Notrvithstanding subsection (l), the risk of loss shall not pass
from the seller to the buyer unless the actions of the seller conform
with all the conditions imposed upon the seller under the contract.
(4) Where a delivery has been delayed through the fault of the
buyer or the seller, the goods are at the risk of the party at fault as
regards any loss, which might not have occurred, but for that fault.
(5) This section shall not affect the duties or liabilities of the
seller or the buyer as a bailee of the goods of the other party.
(6) Where an aggrieved party in case of breach of contract, is in
control of goods and those goods are not covered by his or her
insurance, the party in breach is liable for any loss or damage as a
result of the breach caused to the aggrieved party.
28. Reservation of right of disposal.
(1) Where there is a contract for the sale of specific goods, or
where goods are subsequently appropriated to the contract, the seller
may, by the terms of the contract or appropriation, reserve the right of
disposal of the goods until certain conditions are fulfilled.
(2) Where the seller reseryes the right of disposal of the goods
under subsection (1), then, notwithstanding the delivery of the goods
to the buyer, or to a carrier or other bailee for the purposes of
transmission to the buyer, the property in the goods does not pass to
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Act Sale of Goods and Supply of Services Act 2017
the buyer until the conditions imposed by the seller are fulfilled.
(3) Where goods are shipped, and by the bill of lading the goods
are deliverable to the order of the seller or his or her agent, the seller
is prima facie taken to reserve the right of disposal.
(4) Where the seller of goods draws on the buyer for the price,
and transmits the bill of exchange and bill of lading to the buyer
together to secure acceptance or payment of the bill of exchange-
(a) the buyer is bound to return the bill of lading if he or she
does not honour the bill ofexchange; and
(b) where the buyer wrongfully retains the bill of lading, the
property in the goods does not pass to him or her.
Transfer of title
29. Sale by person not the owner.
(l) Subject to this Act, where goods are sold by a person who is
not the owner of the goods, and who does not sell them under the
authority or with the consent of the owner, the buyer acquires no
better title to the goods than the seller had, unless the owner of the
goods is by his or her conduct precluded from denying the seller's
authority to sell.
(2) This Act shall not affect-
(a) any enactment enabling the apparent owner of goods to
dispose of them as if he or she were the true owner of the
goods;
(b) the validity of any contract of sale under any special
corlmon law or statutory power of sale or under the order
of a court of competent jurisdiction.
30. Sale under voidable title.
When the seller of goods has a voidable title to the goods, but his or
her title has not been avoided at the time of the sale, the buyer
acquires a good title to the goods, if he or she buys them in good faith
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and without notice of the seller's defect in title.
31. Effect of theft or fraud on title of owner of converted goods.
(l) Where goods have been stolen and the offender is prosecuted
to conviction, the property in the stolen goods reverts to the person
who was the owner of the goods, or his personal representative,
notwithstanding any intermediate dealing with them.
(2) Where after the theft the owner loses possession of the
goods, the owner or his or her personal representative may by order
of the trial court, recover possession of the goods from any person for
the time being in possession of the goods.
(3) Notrvithstanding any enactment to the contrary where goods
have been obtained by fraud or other wrongful means not amounting
to theft, the property in the goods shall not revest in the person who
was the owner of the goods, or his or her personal representative, by
reason only of the conviction of the offender.
32. Seller or buyer in possession after sale.
(1) Where a person who has sold goods continues or is in
possession of the goods, or of the documents of title to the goods, the
delivery or transfer by that person, or by an agent acting for him or
her, of the goods or documents of title under any sale, pledge, or other
disposition of the goods, to any person receiving them in good faith
and without notice of the previous sale, shall have the same effect as
if the person making the delivery or transfer were expressly
authorised by the owner of the goods to make the delivery or transfer.
(2) Where a person who has bought or agreed to buy goods
obtains, with the consent of the seller, possession of the goods or the
documents of title to the goods, the delivery or transfer by that person,
or by an agent acting for him or heq of the goods or documents of
title, under any sale, pledge, or other disposition of them, to any
person receiving them in good faith and without notice of any lien or
other right of the original seller in respect of the goods shall have the
same effect as if the person making the delivery or transfer were an
agent in possession of the goods or documents of title with the
Act Sale of Goods and Supply of Services Act 2017
consent of the owner.
(3) In this section "agent" means a person having, in the ordinary
course of his or her business as such an agent, authority either to sell
goods, or to consign goods for the purposes ofsale, or to buy goods,
or to raise money on the security of goods.
33. Effect of warrant of attachment or execution.
(1) A warrant of attachment or other warrant of execution
against goods shall bind the property in the goods of the execution
debtor as from the time when the warrant is delivered to the bailiffto
be executed.
(2) For the better manifestation of that time under subsection (1),
it shall be the duty of the bailiff without fee, upon the receipt of a
warrant, to endorse upon the back of the warrant, the hour, day,
month, and year when he or she received the warrant.
(3) A warrant shall not prejudice the title to the goods referred to
in subsection (1) acquired by any person in good faith and for
valuable consideration, unless that person had at the time when he or
she acquired his or her title, notice that the warrant or any other
warrant by virtue of which the goods of the execution debtor might
be seized or attached had been delivered to and remained unexecuted
in the hands of the bailiff.
Penr IV-PpnronuaNCE oF CoNrnecr oF SALE aNo SuppLy or
SsRvrcss
34, Duties of seller, supplier and buyer.
(l) It is the duty of the seller to deliver the goods, and of the
buyer to accept and pay for the goods, in accordance with the terms
of the contract of sale.
(2) It is the duty of the supplier of a service to perform the
service and of the buyer to accept and pay for the service in
Act Sale of Goods and Supply of Services Act 2017
accordance with the terms of the contract of supply of services.
35. Payment and delivery are concurrent conditions.
(1) Unless otherwise agreed, delivery of goods and payment of
the price are concurrent conditions, namely that, the seller must be
ready and willing to give possession of the goods to the buyer in
exchange for the price, and the buyer must be ready and willing to
pay the price in exchange for possession of the goods.
(2) This section applies to sales by instalments in accordance
with the agreement of the parties.
(3) Unless otherwise agreed, supply of a service and payment of
the price are concurrent conditions.
36. Rules as to delivery.
(1) Whether it is for the buyer to take possession of the goods or
for the seller to send them to the buyer is a question depending in each
case on the contract, express or implied, between the parties.
(2) Where there is no contract, express or implied, as to place of
delivery the place of delivery is the seller's place of business, if the
seller has one, and if not, the seller's residence.
(3) Where the contract is for the sale of specific goods which, to
the knowledge of the parties when the contract is made, are in some
other place, then that place shall be the place of delivery.
(4) Where under the contract of sale the seller is bound to send
the goods to the buyer, but no time for sending them is fixed, the
seller is bound to send them within a reasonable time.
(5) Where the goods at the time of sale are in the possession of
a third pafi, there is no delivery by the seller to the buyer until the
third party acknowledges to the buyer that he or she holds the goods
on behalf of the buyer.
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Act Sole of Goods and Supply of Services Act 2017
(6) Demand or tender of delivery may be treated as ineffectual
unless made at a reasonable hour, and what is a reasonable hour is a
question of fact.
(7) Unless otherwise agreed, the expenses of and incidental to
putting the goods into a deliverable state shall be borne by the seller.
(8) This section shall not affect the operation of the issue or
transfer of any document of title to goods.
37. Delivery of wrong quantity or description.
(1) Where the seller delivers to the buyer a quantity of goods less
than the seller contracted to sell, the buyer may reject them, but where
the buyer accepts the goods so delivered, the buyer shall pay for the
goods at the contract rate.
(2) Where the seller delivers to the buyer a quantity of goods
larger than the seller contracted to sell, the buyer may accept the
goods included in the contract and reject the rest, or the buyer may
reject the whole and where the buyer accepts the whole of the goods
delivered the buyer must pay for them at the contract rate.
(3) Where the seller delivers to the buyer the goods the seller
contracted to sell mixed with goods of a different description not
included in the contract, the buyer may accept the goods, which are
in accordance with the contract and reject the rest, or the buyer may
reject the whole.
(4) Notwithstanding subsections (l), (2), and (3) a buyer who is
not a consumer may not-
(a) reject the goods, where the seller delivers a quantity of
goods less than the seller contracted to sell; or
(b) reject all the goods where the seller delivers a quantity of
goods larger than the seller contracted to sell,
if the shortfall or, as the case may be, the excess, is so minor that it
would be unreasonable for the buyer to do so.
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(5) It is for the seller to show under subsection (4)thata shortfall
or excess is so minor.
(6) The shortfall or excess may be due to a mixture of the goods
as referred to in subsection (3).
(7) This section is subject to any usage of trade, special
agreement or course of dealing between the parties.
38. Partial rejection of goods.
(1) Where the buyer rejects goods by reason of a breach on the
part of the seller which affects some or all of the goods but the buyer
accepts some of the goods including any goods not affected by the
breach, the buyer does not by accepting some of the goods affected
by the breach and goods not affected by the breach lose his or her
right to reject the rest of the goods.
(2)In the case of a buyer having the right to reject an instalment
of goods, subsection (l) applies as if references to the goods were
references to the goods comprised in the instalment.
(3) For the purposes of subsection (1), goods are affected by a
breach if, by reason of the breach, they are not in conformity with the
contract.
(a) This section applies unless a contrary intention appears in or
is to be implied from the contract.
39. Delivery by instalments.
(1) Unless otherwise agreed, the buyer of goods is not bound to
accept delivery of the goods by instalments.
(2) Where there is a contract for the sale of goods to be delivered
by stated instalments and to be separately paid and the seller makes
defective deliveries in respect of one or more instalments or the buyer
neglects or refuses to take delivery of or pay for one or more
instalments, it is a question in each case, depending on the terms of
the contract and the circumstances of the case, whether the breach of
Act Sale of Goods and Supply of Services Act 2017
contract is a repudiation of the whole contract or whether it is a
severable breach giving rise to a claim for compensation but not to a
right to treat the whole contract as repudiated.
40. Delivery to carrier.
(l) Where, under a contract of sale, the seller is authorised or
required to send the goods to the buyer, delivery of the goods to a
carrier, whether named by the buyer or not, for the purpose of
transmission to the buyer is prima facie taken to be a delivery of the
goods to the buyer.
(2) Unless otherwise authorised by the buyer, the seller shall
make a contract with the carrier on behalf of the buyer that is
reasonable, having regard to the nature of the goods and the other
circumstances of the case.
(3) Where the seller omits to make a contract with the carrier on
behalf of the buyer that is reasonable under subsection (2) and the
goods are lost or damaged in the course of transit, the buyer may
decline to treat the delivery to the carrier as a delivery to himself or
herself or may hold the seller responsible in damages.
(4) Unless otherwise agreed, where goods are sent by the seller
to the buyer by a route involving sea transit, in circumstances in
which it is usual to insure, the seller shall give such notice to the
buyer as may enable him or her to insure them during their sea transit.
(5) Where the seller fails to give notice to the buyer under
subsection (4), the goods shall be deemed to be at his or her risk
during that sea transit.
(6) Where a contract requires or authorises the seller to ship the
goods by a carrier but the contract does not require the seller to
deliver the goods at a particular destination, the risk of loss passes to
the buyer when the goods are duly delivered to the carrier and where
the contract requires the seller to deliver them at a particular
Act Sole of Goods and Supply of Services Act 2017
destination and the goods are duly tendered at that destination while
in the possession of the carrier, the risk of loss passes to the buyer
when the goods are duly tendered at that destination to enable the
buyer to take delivery.
41. Risk where goods are delivered elsewhere than at place of
sale.
Where the seller of goods agrees to deliver them at the seller's own
risk at a place other than that where they are when sold, the seller
shall, unless otherwise agreed, take any risk of deterioration in the
goods necessarily incidental to the course of transit.
42. Buyer's right of examining the goods.
(l) Where goods are delivered to the buyer, which he or she has
not previously examined, the buyer shall not be taken to have
accepted them until he or she has had a reasonable opporhrnity of
examining them for the purpose of ascertaining whether they are in
conformity with the contract.
(2) Unless otherwise agreed, when the seller tenders delivery of
goods to the buyeq the seller is bound, on request, to afford the buyer
a reasonable opportunity of examining the goods for the purpose of
ascertaining whether they are in conformity with the contract.
43. Acceptance.
(l) The buyer is taken to have accepted the goods-
(a) when the buyer intimates to the seller that the buyer has
accepted them;
(b) when the goods have been delivered to the buyer and the
buyer does any act in relation to the goods which is
inconsistent with the ownership of the seller; or
(c) when, after the lapse of a reasonable time, the buyer retains
the goods without intimating to the seller that he or she has
rejected them.
Act Sale of Goods and Supply of Services Act 2017
(2) The questions that are material in determining, for the
purposes of subsection (1), whether a reasonable time has elapsed
include whether the buyer has had a reasonable opportunity of
examining the goods.
(3) The buyer shall not by virtue of this section be taken to have
accepted the goods merely because the buyer asks for, or agrees to
their repair by or under an arrangement with the seller or the goods
are delivered to another person under a sub-sale or other disposition.
(4) Where the contract is for the sale of goods making one or
more commercial units of sale, a buyer accepting any goods included
in a unit is taken to have accepted all the goods making the unit.
(5) In subsection (4) "commercial unit" means a unit, division of
which would materially impair the value of the goods or the character
of the unit.
44. Buyer not bound to return rejected goods.
Unless otherwise agreed, where goods are delivered to the buyer, and
the buyer refuses to accept them, having the right to do so, the buyer
is not bound to return them to the seller, and it is sufficient if the buyer
intimates to the seller that he or she refuses to accept them.
45. Liability of buyer for neglecting or refusing to take delivery
of goods.
(1) Where the seller is ready and willing to deliver the goods,
and requests the buyer to take delivery and the buyer does not take
delivery within a reasonable time after the request to take delivery of
the goods, the buyer is liable to the seller for any loss occasioned by
his or her neglect or refusal to take delivery and also for a reasonable
charge for the care and custody ofthe goods.
(2) Subsection (1) shall not affect the rights of the seller where
the neglect or refusal of the buyer to take delivery amounts to a
repudiation of the contract.
Act Sole of Goods and Supply of Services Act 2017
46. Implied term as to time for performance of services.
Where, under a contract for the supply of services by a supplier acting
in the course of business, the time for the services to be carried out is
not fixed by the contract, but is left to be fixed in a manner agreed by
the contract or determined by the course of dealing between the
parties, there is an implied term that the supplier will carry out the
service within a reasonable time, and what is a reasonable time is a
question of fact.
Panr V-RTGHTS oF Buypn rN Rsspncr oF DAMAGTo Gooos
47. Right to repair or replace goods.
(1) Where the goods do not conform to the contract, the buyer
may require the seller to replace or repair the goods.
(2) Where the buyer requires the seller to replace or repair
goods, the seller shall-
(a) repair or as the case may be, replace the goods within a
reasonable time but without causing significant
inconvenience to the buyer; and
(b) bear any necessary costs incurred in doing so, including in
particular, the cost of any labour, material or postage.
(3) The buyer shall not require the seller to repair or replace the
damaged goods if that remedy is-
(a) impossible;
(b) disproportionate in comparison to the other remedies
available; or
(c) disproportionate in comparison to an appropriate reduction
in the purchase price under section 48.
Act Sale of Goods and Supply of Services Act 2017
(4) A remedy is disproportionate in comparison to the other
remedies where it imposes costs on the seller which, in comparison to
those imposed on him or her by the other remedies, are unreasonable,
taking into account-
(a) the value which the goods would have if they conformed to
the contract of sale;
(b) the significance of the lack of conformity; and
(c) whether the other remedy could be effected without
significant inconvenience to the buyer.
(5) A question as to what is a reasonable time or significant
inconvenience is to be determined by reference to the nature of the
goods and the purpose for which the goods are acquired.
48. Right to reduce purchase price or rescind contract.
(l) Where goods under a contract of sale do not conform to the
contract, the buyer may require the seller to reduce the purchase price
of the goods in question by an appropriate amount or rescind the
contract with regard to those goods if the condition in subsection (2)
is satisfied.
(2) The condition is that-
(a) it is impossible for the seller to repair or replace the goods,
or it is disproportionate to repair or replace the goods in
comparison to other remedies available or it is
disproportionate in comparison to an appropriate reduction
in the purchase price; or
(b) the buyer has required the seller to repair or replace the
goods, but the seller neglects or refuses to do so within a
reasonable time and without significant inconvenience to
the buyer.
Act Sale of Goods and Supply of Services Act 2017
(3) For the purposes of this section, if the buyer rescinds the
contract, any reimbursement to the buyer may be reduced to take into
account the use the buyer has had of the goods since they were
delivered to him or her.
49. Relation to other remedies.
Where the buyer requires the seller to repair or replace the goods, the
buyer shall not reject the goods and terminate the contract for breach
of condition until he or she has given the seller a reasonable time in
which to repair or replace the goods.
Panr VI-RIcHTS oF Ulpam Srurn AcarNsr rHE GooDS
50. Unpaid seller defined.
(1) A seller of goods is an "unpaid seller" within the meaning of
this Act-
(a) when the whole of the price has not been paid or tendered;
or
(b) when a bill of exchange is received as conditional payment,
and the condition on which it was received has not been
fulfilled by reason of the dishonour of the instrument or
otherwise.
(2) ln this Part "seller" includes any person who is in the
position of a seller, such as, an agent of the seller to whom the bill of
lading has been endorsed, or a consignor or agent who has himself or
herself paid, or is directly responsible for, the price.
51. Rights of unpaid seller.
(l) Subject to this Act or any other law, notwithstanding that the
property in the goods may have passed to the buyer, the unpaid seller
of goods, has by implication of law-
(a) a lien on the goods or right to retain them for the price while
he or she is in possession of the goods;
Act Sale of Goods and Supply of Services Act 2017
(b) in the case of the insolvency of the buyer, a right of
stopping the goods in transit after he or she has parted with
the possession of the goods;
(c) a right of re-sale as limited by this Act.
(2) Where the property in the goods has not passed to the buyer,
the unpaid seller has, in addition to his or her other remedies, a right
of withholding delivery similar to and co-existent with his or her
rights of lien and stoppage in transit where the property has passed to
the buyer.
Unpaid sellerb lien
52. Unpaid seller's lien.
(l) Subject to this Act, the unpaid seller of goods who is in
possession of them is entitled to retain possession of the goods until
payment or tender of the price where-
(a) the goods have been sold without any stipulation as to
credit;
(b) the goods have been sold on credit, but the term of credit
has expired; or
(c) the buyer becomes insolvent.
(2) The seller may exercise his or her right of lien,
notwithstanding that he or she is in possession of the goods as agent
or bailee for the buyer.
53. Lien after part delivery.
Where an unpaid seller has made part delivery of the goods, he or she
may exercise his or her right of lien or retention on the remainder
unless the part delivery has been made in such circumstances as to
show an agreement by the seller of the goods to waive the lien or right
of retention.
Act Sale of Goods and Supply of Services Act 2017
54. Termination of lien.
(1) This section is subject to any usage of trade, special
agreement or course of dealing between the parties.
(2) The unpaid seller of goods shall lose his or her lien or right
of retention on the goods-
(a) when he or she delivers the goods to a carrier or other bailee
for the purpose of transmission to the buyer without
reserving the right of disposal of the goods;
(b) when the buyer or his or her agent lawfully obtains
possession ofthe goods; or
(c) by waiver of the lien or right of retention.
(3) The unpaid seller of goods having a lien or right of retention
on the goods does not lose his or her lien or right of retention by
reason only that he or she has obtained a judgment or decree for the
price of the goods.
Stoppage in transit
55. Right of stoppage in transit.
Subject to this Act, when the buyer of goods becomes insolvent, the
unpaid seller who has parted with the possession of the goods has the
right of stopping them in transit and resuming possession of the goods
as long as they are in the course of transit and may retain them until
payment or tender of the price.
56. Duration of transit.
(l) Goods are taken to be in the course of transit from the time
when they are delivered to a carrier by land, air or water, or other
bailee for the purpose of transmission to the buyer, until the buyer or
his or her agent for the purpose takes delivery of them from that
carrier or other bailee.
Act Sale of Goods and Supply of Services Act 2017
(2) The transit shall end if the buyer or his or her agent obtains
delivery of the goods before their arrival at the appointed destination.
(3) The transit shall end, if, after the arrival of the goods at the
appointed destination, the carrier or other bailee acknowledges to the
buyer, or his or her agent, that he or she holds the goods on his or her
behalf and continues in possession of them as bailee for the buyer, or
his or her agent, and it is immaterial that a further destination for the
goods has been indicated by the buyer.
(a) The transit shall not be taken to be at an end, if the goods are
rejected by the buyer and the carrier or other bailee continues in
possession of them, even if the seller has refused to receive them
back.
(5) When the goods are delivered to a ship chartered by the
buyer, it is a question depending on the circumstances of the
particular case, whether they are in the possession of the master as a
carrier, or as agent to the buyer.
(6) Transit shall be taken to have ended where the carrier or
other bailee wrongfully refuses to deliver the goods to the buyer, or
the buyer's agent for the pufpose.
(7) Where part delivery ofthe goods has been made to the buyer,
or the buyer's agent for the pulpose, the remainder of the goods may
be stopped in transit, unless that part delivery has been made in such
circumstances as to show an agreement to give up possession of the
whole of the goods.
57. Mode of stopping goods in transit.
(1) The unpaid seller may exercise his or her right of stopping
goods in transit either by taking actual possession of the goods, or by
giving notice of his or her claim to the carrier or other bailee in whose
possession the goods are.
Act Sale of Goods and Supply of Services Act 2017
(2) The notice under subsection (1) may be given either to the
person in actual possession of the goods or to his or her principal.
(3) In the case of notice to the principal, to be effectual, it must
be given at such time and in such circumstances that the principal, by
the exercise of reasonable diligence, may communicate it to his or her
servant or agent in time to prevent a delivery to the buyer.
(4) When notice of stoppage in transit is given by the seller to
the carrier or other bailee in possession of the goods, he or she must
re-deliver the goods to, or according to the directions of, the seller and
the expenses of the re-delivery shall be borne by the seller.
Resale by buyer or seller
58. Effect of sub-sale or pledge by buyer.
(l) Subject to this Act, the unpaid seller's right of lien or
retention or stoppage in transit is not affected by any sale or other
disposition of the goods which the buyer has made, unless the seller
has assented to it.
(2) The unpaid seller's right of lien or retention or stoppage in
transit shall be defeated where a document of title to goods has been
lawfully transferred to any person as a buyer or owner and that
person, by way of sale transfers the document to a person who takes
the document in good faith and for valuable consideration.
(3) Where under subsection (2) the transfer was by way of
pledge or other disposition for value, the unpaid seller's right of lien
or retention or stoppage in transit can only be exercised subject to the
rights of the transferee.
59. Sale not generally rescinded by lien or stopping goods in
transit.
(1) Subject to this section, a contract of sale is not rescinded by
the mere exercise by an unpaid seller of his or her right of lien or
retention or stopping goods in transit.
Act Sale of Goods and Supply of Services Act 2017
(2) Where an unpaid seller who has exercised his or her right of
lien or retention or stoppage in transit re-sells the goods, the buyer
acquires a good title to the goods as against the original buyer.
(3) Where the goods are of a perishable nature, or where the
unpaid seller gives notice to the buyer of his or her intention to re-sell,
and the buyer does not within a reasonable time pay or tender the
price, the unpaid seller may re-sell the goods and recover from the
original buyer, damages for any loss occasioned by his or her breach
of contract.
(4) Where the seller expressly reserves a right of re-sale if the
buyer makes default, and on the buyer making default re-sells the
goods, the original contract of sale is rescinded, but without prejudice
to any claim the seller may have for damages.
Penr VII-AcrroNS FoR BREACg or CoNTRACT oF
SaI-s euo Suppry oF SERVTcES
Remedies of seller and supplier
60. Action for the price.
(1) Where, under a contract of sale, the property in the goods has
passed to the buyer, and the buyer wrongfully neglects or refuses to
pay for the goods according to the terms of the contract, the seller
may bring an action against the buyer for the price of the goods,
together with any incidental damages.
(2) Where under a contract of sale, the price is payable on an
agreed date irrespective of delivery and the buyer wrongfully
neglects or refuses to pay that price, the seller may bring an action
against the buyer for the price, together with any incidental damages,
although the property in the goods has not passed, and the goods have
not been appropriated to the contract.
Act Sale of Goods and Supply of Services Act 2017
(3) Where, under a contract for supply of services, the service
has been supplied, and the buyer wrongfully neglects or refuses to
pay for the service according to the terms of the contract, the supplier
may bring an action against the buyer for the price of the service,
together with any incidental damages.
61. Action for non-acceptance.
(l) Where the buyer wrongfully neglects or refuses to accept and
pay for the goods, the seller may bring an action against the buyer for
damages for non-acceptance.
(2) The measure of damages is the difference between the
contract price and the market or current price at the time when the
goods ought to have been accepted, or, if no time was fixed for
acceptance, then at the time of the refusal to accept.
(3) Where the measure of damages provided in subsection (2) is
inadequate to put the seller in as good a position as performance
would have done, then the measure of damages is the profit, including
reasonable overhead, which the seller would have made from full
performance by the buyer, together with any incidental damages, due
allowance being made for reasonably incurred and due credit being
given for payments or proceeds of resale.
(4) Where the buyer wrongfully neglects or refuses to accept and
pay for the service, the suppliers may bring an action against the
buyer for damages for non-acceptance.
Remedies of buyer
62. Action for non-delivery of goods or failure to supply services.
(1) Where the seller or supplier wrongfully neglects or refuses to
deliver the goods or supply services to the buyer, the buyer may
maintain an action against the seller or supplier for damages for nondelivery
of the goods or failure to supply services.
Act Sale of Goods and Supply of Services Act 2017
(2) The measure of damages is the difference between the
contract price and the market or current price at the time or times
when the goods ought to have been delivered or supplied the services,
or, if no time was fixed, then at the time of the refusal to deliver or
supply.
(3) In the case of a breach by the seller or supplier, the buyer
may-
(a) in good faith and without unreasonable delay, make any
reasonable purchase of or contract to purchase goods in
substitution for those due from the seller; and
(b) recover from the seller as damages, the difference between
the cost of the new purchase price and the contract price,
together with any incidental or consequential damages, but
less the expenses saved in consequence of the seller's
breach.
63. Right to specific performance.
(l) In an action for breach of contract to deliver specific or
ascertained goods or services, the court may, on the application of the
plaintiff by its judgement or decree, direct that the contract shall be
performed specifically, without giving the defendant the option of
retaining the goods on payment of damages.
(2) The judgement or decree may be unconditional, or upon such
terms and conditions as to damages, payment of the price and
otherwise, as the court may consider just, and the application by the
plaintiff may be made at any time before delivery of judgement or
decree.
64. Remedy for breach of warranty.
(l) Where there is a breach of warranty by the seller, or where
the buyer elects, or is compelled, to treat any breach of a condition on
the part of the seller as a breach of warranty, the buyer is not by
reason only of that breach of warranty entitled to reject the goods, but
the buyer mayAct
Sale of Goods and Supply of Services Act 2017
(a) set up against the seller the breach of warranty in
diminution or extinction of the price; or
(b) bring an action against the seller for damages for the breach
of warranty.
(2) This section is subject to any usage of trade, special
agreement or course of dealing between the parties.
(3) The measure of damages for breach of warranty is the
estimated loss directly and naturally resulting, in the ordinary course
of events, from the breach of warranty.
(a) In the case of breach of warranty of quality, the loss is prima
facie unless the contrary is proved, the difference between the value
of the goods at the time of delivery to the buyer and the value the
goods would have had if they had answered to the warranty.
(5) The fact that the buyer has set up the breach of warranty in
diminution or extinction of the price does not prevent the buyer from
maintaining an action for the same breach of warranty if he or she has
suffered further damage.
65. Incidental and consequential damages.
(1) Incidental damages resulting from the buyer's breach include
any-
(a) commercially reasonable charges, expenses or commission
incurred in stopping delivery in the transportation; or
(b) care and custody of goods after the buyer's breach, in
connection with the refurn or re-sale of the goods or
otherwise resulting from the breach.
Act Sale of Goods and Supply of Services Act 2017
(2) Incidental damages resulting from the seller's breach
include-
(a) expenses reasonably incurred in inspection, receipt,
transportation and care and custody of goods rightfully
rejected;
(b) any commercially reasonable charges;
(c) expenses or commissions in connection with effecting
insurance cover; and
(d) any other reasonable expenses incidental to the delay or
other breach.
(3) Consequential damages resulting from the sellers breach
include-
(a) any loss resulting from general or particular requirements
and needs of which the seller at the time of contracting had
reason to know and which could not reasonably be
prevented by insurance cover or otherwise; and
(b) injury to person or property proximately resulting from any
breach of warranty.
66. Interest and special damages.
This Act shall not affect the right of the buyer or the seller to recover
interest or special damages in any case where by law interest or
special damages may be recoverable, or to recover money paid where
the consideration for the payment of it has failed.
,
Act Sale of Goods and Supply of Services Act
Penr Vll-MrscsuaNsous
2017
67. Variation of implied rights.
Where any right, duty or liability would arise under a contract of sale
or supply of services by implication of law, it shall not be negatived
or varied by express agreement or by the course of dealing between
the parties, or by usage.
68. Reasonable time.
Where, by this Act, any reference is made to a reasonable time, the
question of what is a reasonable time is a matter of fact.
69. Rights enforceable by action.
Where any right, duty or liability is declared by this Act, it may,
unless otherwise provided by this Act, be enforced by action.
70. Auction sales.
(1) In the case ofsale by auction-
(a) where goods are put up for sale by auction in lots, each lot
is prima facie taken to be the subject of a separate contract
of sale;
(b) a sale by auction is complete when the auctioneer
announces its completion by the fall of the hammer or in
other customary manner, and until that announcement is
made, any bidder may retract his or her bid;
(c) where a sale by auction is not notified to be subject to a
right to bid on behalf of the seller, it is lawful for the seller
to bid himself or herself or to employ any person to bid at
that sale, or for the auctioneer knowingly to take any bid
from the seller or any such person, and any sale that
contravenes that rule may be treated as fraudulent by the
buyer and
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Act Sale of Goods and Supply of Services Act 2017
(d) a sale by auction may be notified to be subject to a reserved
or upset price, and a right to bid may also be reserved
expressly by or on behalf of the seller.
(2) Where a right to bid is expressly reserved, but not otherwise,
the seller, or any one person on his behalf, may bid at the auction.
71. Power of Minister to amend Schedule.
The Minister may by statutory instrument with the approval of
Cabinet, amend the Schedule to this Act.
72. Repeal.
The Sale of Goods Act, Cap. 82 and the Bulk Sales Act, Cap.69, are
repealed.
73. Savings.
The provisions of this Act relating to contracts of sale do not apply to
any transaction in the form of a contract of sale which is intended to
operate by way of mortgage, pledge, charge or other security.
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Act Sale of Goods and Supply of Services Act
SCHEDULE
2017
Section 2
CURRENCY POINT
One currency point is equivalent to twenty thousand shillings
THE REPUBLIC OF UGANDn.
This printed impression has been carefully
compared by me with the bill which was
passed by Parliament and found by me to be a
true copy of the bill.

Clerk to Parliament
Date oJ authenticatior'

1st/08/17